Common use of Responsibility of Trustee Clause in Contracts

Responsibility of Trustee. (A) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Grantor or any Beneficiary contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approval. In the event of a dispute between the Grantor and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor against its costs, expenses and liability (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (C) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trust. (D) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (A) 8.1 The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor Company or any Beneficiary an investment manager which is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of and is given in writing by the Company or such direction, request or approvalinvestment manager. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, . 8.2 If the Trustee shall be held harmless by the Grantor undertakes or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The Trustee shall not be required to undertake or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (C) 8.3 The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect hereunder. 8.4 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to the transactions contemplated by this Trust assist it in performing any of its duties or any act which the Trustee proposes to take or omitobligations hereunder, and shall be fully protected in acting or refraining from acting in accordance with may reasonably compensate them out of the advice of such counsel and may pay related reasonable fees, expenses and compensation from the TrustTrust assets. (D) 8.5 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) 8.6 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701section 301.7700-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary which is contemplated by, and in conformity with, the terms of this Trust Agreement. (b) The Trustee is not a party to, and has no duties or responsibilities under, the Plans or other than those that may be expressly contained in this Trust Agreement. The Trustee may seek written evidence of such direction, request or approval. In the event of a dispute between the Grantor and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property case in which a provision of this Trust Agreement conflicts with any provision in the Trustee may have a conflict of interestPlans, this Trust Agreement shall control. (B) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor against its costs, expenses and liability (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (C) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trust. (D) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (Ec) The Trustee shall not be responsible for maintaining individual distribution records the title, validity or genuineness of plan participants; the amount and time any property or evidence of distribution shall be directed title thereto received by the Grantor it or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required delivered by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or applicable lawother instrument believed by it to be genuine and delivered by the proper party or parties. (d) Notwithstanding anything in this Trust Agreement to the contrary, the Trustee shall not have be responsible or liable for its failure to perform under this Trust Agreement or for any power that could give losses to the Trust resulting from any event beyond the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 reasonable control of the Procedure Trustee, its agents or custodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and Administrative Regulations promulgated pursuant market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event. This Section shall survive the termination of this Trust Agreement. (e) The Trustee shall not be liable for any act or omission of any other person in carrying out any responsibility imposed upon such person and under no circumstances shall the Trustee be liable for any indirect, consequential, or special damages with respect to the Codeits role as Trustee.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person corporate trustee, acting in a like capacity and familiar with such matters as are contemplated hereunder matters, would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, requestrequest or approval, or approval given contemplated by the Grantor or any Beneficiary contemplated by, and in conformity with, complying with the terms of the Plans or this Trust AgreementAgreement No. The Trustee may seek written evidence of such direction1, request given in writing by Cleveland-Cliffs or approval. In the event of by a dispute between the Grantor Trust Beneficiary applicable to his or her beneficial interest herein; and a partyprovided, further, that the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review seek additional deposits of principal from Cleveland-Cliffs for additional amounts accrued under the Agreement or recommend sale of assets purchased pursuant to such directionsthe Plan, including, without limitation, assets or investment property in which and the Trustee may have a conflict of interest. (B) The Trustee shall not be required responsible for the adequacy of this Trust. (b) The Trustee may vote any stock or other securities and exercise any right appurtenant to any stock, other securities or other property held hereunder, either in person or by general or limited proxy, power of attorney or other instrument. (c) The Trustee may hold securities in bearer form and may register securities and other property held in the trust fund in its own name or in the name of a nominee, combine certificates representing securities with certificates of the same issue held by the Trustee in other fiduciary capacities, and deposit, or arrange for deposit of property with any depository; provided that the books and records of the Trustee shall at all times show that all such securities are part of the trust fund under this Trust Agreement No. 1. (d) If the Trustee shall undertake or to defend any litigation arising in connection with this Trust Agreement unless No. 1, it shall be first indemnified by the Grantor Cleveland-Cliffs against its costs, expenses and liability liabilities (including, including without limitation, limitation attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Ce) The Trustee may consult with legal counsel counsel, independent accountants and actuaries (who may also be counsel counsel, independent accountants or actuaries for the Grantor or the Trustee generallyCleveland-Cliffs) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omithereunder, and shall be fully protected in acting or refraining refrain from acting in accordance with the advice of such counsel counsel, independent accountants and may pay related reasonable fees, expenses and compensation from the Trustactuaries. (Df) The Trustee may rely and shall be protected in acting or refraining from acting within the authority granted by the terms of this Trust Agreement No. 1 upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. (g) The Trustee may hire agents, accountants, actuaries, and financial consultants, who may be agents, accountants, actuaries, or financial consultants, as the case may be, for Cleveland-Cliffs, and shall not be answerable for the conduct of same if appointed with due care. (h) The Trustee is empowered to take all actions necessary or advisable in order to collect any benefits or payments of which the Trustee is the designated beneficiary. (i) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (A) 8.1 The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor Company or any Beneficiary an investment manager which is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of and is given in writing by the Company or such direction, request or approvalinvestment manager. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, . 8.2 If the Trustee shall be held harmless by the Grantor undertakes or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The Trustee shall not be required to undertake or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (C) 8.3 The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect hereunder. 8.4 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to the transactions contemplated by this Trust assist it in performing any of its duties or any act which the Trustee proposes to take or omitobligations hereunder, and shall be fully protected in acting or refraining from acting in accordance with may reasonably compensate them out of the advice of such counsel and may pay related reasonable fees, expenses and compensation from the TrustTrust assets. (D) 8.5 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) 8.6 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701section 301.7700-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. 8.7 If the Trustee is at any time acting as a successor trustee or succeeds to responsibilities hereunder for management of part or all of the assets constituting the Trust Fund, the Company hereby agrees to hold the Trustee harmless from and against all claims, expenses (including reasonable counsel fees), liabilities, damages, actions, or other charges incurred or assessed against it as successor trustee, as a direct or indirect result of any act or omission of a predecessor trustee or any other person charged under any agreement affecting the assets of the Trust for investment responsibility with respect to such assets. 8.8 The Company recognizes that a burden of litigation may be imposed on the Trustee, as a result of some act or transaction for which it has no responsibility or over which it has no control under this Agreement. Accordingly, and in consideration of the Trustee's agreement to act as trustee hereunder, the Company hereby agrees to indemnify and hold the Trustee and its affiliates, directors, officers, and employees harmless from and against all claims, expenses (including reasonable counsel fees), liabilities, damages, actions, or other charges incurred by or assessed against the Trustee, as a direct or indirect result of anything done or omitted by Trustee in reliance upon the directions (or absence of directions) of the Company or any investment manager.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor Company or any Beneficiary an officer of Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costspayments, expenses and liability and to indemnify provided the Trustee shall not be indemnified for such costs, expenses, any action taken by the Trustee which is in breach of its duties and liabilityobligations under this Trust Agreement. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The Trustee shall not be responsible for maintaining individual distribution records However, notwithstanding the provisions of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (FSection 8(e) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The above, Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants loan to Company the proceeds of any borrowing against an insurance policy or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any annuity held as an asset of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ig) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, therefrom within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability liability, costs or expense to anyone any person, for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary CEG which is contemplated by, and in conformity with, the terms of the Plans or this Trust AgreementAgreement and is given in writing by CEG. The Trustee may seek written evidence of such direction, request or approval. In the event of a dispute between the Grantor and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall also be held harmless reimbursed by the Grantor CEG for reasonable expenses or any Beneficiary (fees incurred in connection with governmental or any representative of either) in following investment directions reasonably believed regulatory inquiries related to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interestthis Trust. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust, unless such litigation results in a determination that Trustee breached its duties undertaken pursuant to this Trust Agreement unless it be first indemnified by the Grantor Agreement, CEG agrees to indemnify Trustee against its Trustee's reasonable costs, expenses and liability liabilities (including, without limitation, reasonable attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor CEG does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee CEG generally) with respect to any of its duties or obligations hereunder with respect hereunder. In the event that Trustee anticipates charging legal fees to the transactions contemplated by this Trust or any act Trust, Trustee must obtain CEG's prior written consent for such legal counsel, which the Trustee proposes to take or omit, and shall consent will not be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trustunreasonably withheld. (Dd) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, professionals to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from hereunder. In the event that Trustee anticipates charging fees for such services to the Trust, Trustee must obtain CEG's prior written consent for such legal counsel, which consent will not be unreasonably withheld. (Ie) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person corporate trustee, acting in a like capacity and familiar with such matters as are contemplated hereunder matters, would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given which is contemplated by the Grantor or any Beneficiary contemplated by, and in conformity with, and compliance with the terms of the Plans or this Trust AgreementAgreement No. The Trustee may seek written evidence of such direction, request or approval. In the event of a dispute between the Grantor and a party2, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. FurthermoreExecutive Agreements, the Trustee shall be held harmless by Severance Plan and the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the GrantorRetention Plan, and is given in writing by Cleveland-Cliffs or by an Indemnitee with respect to his beneficial interest herein; and provided, further, that the Trustee shall have no duty to review or recommend sale seek additional deposits of assets purchased pursuant to such directionsprincipal from Cleveland-Cliffs, including, without limitation, assets or investment property in which and the Trustee may have a conflict shall not be responsible for the adequacy of interestthis Trust. (Bb) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement No. 2 unless it be first indemnified by the Grantor Cleveland-Cliffs against its prospective costs, expenses expenses, and liability liabilities (including, including without limitation, limitation attorneys' fees and expenses) relating thereto. The Grantor , and Cleveland-Cliffs hereby agrees to indemnify the Trustee and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trustliabilities. (Cc) The Trustee may consult with legal counsel (who may also which, after a Change of Control, shall be counsel for independent with respect to the Grantor or the Trustee generallyCompany) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omithereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trustcounsel. (Dd) The Trustee may rely and shall be protected in acting or refraining from acting within the authority granted by the terms of this Trust Agreement No. 2 upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties, including, without limiting the scope of this Section 8(d), (i) the notice of a Change of Control required by Section 1(b) hereof, and (ii) the certification and notice required by Section 2(c) hereof. (e) The Trustee may hire agents, accountants and financial consultants, who may be agent, accountant, or financial consultant, as the case may be, for the Company, and shall not be answerable for the conduct of same if appointed with due care. (f) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (Gg) The Trustee is not responsible for giving notices empowered to take all actions necessary or making filings required by applicable statutes advisable in order to collect any benefits or regulations regarding any deferred compensation or other plan for payment of which the Trust has been established or of which it Trustee is a partthe designated beneficiary. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan (as certified to the Trustee by the Company) or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by the Company. In the event of a dispute between the Grantor Company and a third party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The Trustee is not a party to and has no duties or responsibilities under the Plan other than those that may be expressly contained in this Trust Agreement. In any case in which a provision of this Trust Agreement conflicts with any provision in the Plan, this Trust Agreement shall control. (c) The Trustee shall not be required responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to undertake this Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to defend be genuine and delivered by the proper party or parties. (d) The Company agrees to indemnify and hold harmless the Trustee, its parent, subsidiaries and affiliates, and each of their respective officers, directors, employees and agents from and against all liability, loss and expense, including reasonable attorneys' fees and expenses incurred by the Trustee or any of the foregoing indemnitees arising out of or in connection with this Trust Agreement, except as a result of the Trustee's own negligence, willful misconduct, bad faith or breach of this Agreement or of its fiduciary duties. The Trustee shall be fully indemnified by the Company for any action taken in accordance with, or any failure to act in the absence of, the Company's or an investment manager's directions. If the Trustee undertakes or defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify payments except where the Trustee for such costsis determined to be liable due to its negligence, expenseswillful misconduct, and liabilitybad faith, or breach of this Trust Agreement or of its fiduciary duties. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. This Section 10(d) shall survive the termination of this Trust Agreement. The provisions of this subsection shall supplement and shall not restrict the application of any other provisions of this Trust Agreement providing for indemnification, hold-harmless or release of the Trustee, and in the event of a conflict in application of this subsection and any other such provision, the provision most protective to the Trustee shall control. (Ce) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect and as a part of its reimbursable expenses under this Agreement, pay counsel's reasonable compensation and expenses. The Trustee shall be entitled to the transactions contemplated by this Trust or any rely on and may act which the Trustee proposes to take or omitupon advice of counsel on all matters, and shall be fully protected in acting without liability for any action reasonably taken or refraining from acting in accordance with the advice of omitted pursuant to such counsel and may pay related reasonable fees, expenses and compensation from the Trustadvice. (Df) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals, including affiliates, to assist it in performing any of its duties or obligations hereunder. (g) The Trustee shall have, have without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ih) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. (i) Notwithstanding anything in this Trust Agreement to the contrary contained herein, the Trustee shall not be responsible or liable for any losses to the Trust resulting from any event beyond the reasonable control of the Trustee, its agents or custodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust's property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event; or any action or omission taken by the Trustee consistent with the provisions of this Trust Agreement. (j) The Trustee shall not be liable for any act or omission of any other person, except to the extent that such person is an agent of the Trustee (not appointed pursuant to the direction of the Company or an investment manager) or under the control of the Trustee, in carrying out any responsibility imposed upon such person and under no circumstances shall the Trustee be liable for any indirect, consequential, or special damages with respect to its role as Trustee. (k) The Trustee shall not be obligated to monitor, or to advise or give any notices to the Participant with respect to, the Stock, the Company or the market value, trading prices or other events affecting the Stock or the Company. (l) The provisions of this Section shall survive the termination of this Trust Agreement.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aimsaims in the management of the affairs of others; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Nonqualified Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement Agreement, unless it be first indemnified by the Grantor Company against its prospective costs, expenses and liability (includingliability, without limitation, attorneys' fees and expenses) relating thereto. The Grantor Company hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay Company breaches its obligations under this Section 10(b) and refuses to indemnify Trustee for such costs, expenses and liabilities in a reasonably timely mannerliability, the then any Beneficiary or Beneficiaries may so indemnify Trustee, and Trustee may obtain payment from the Trustshall then be required to undertake or defend such litigation. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omithereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trustcounsel. (Dd) The Trustee may hire agents, brokers, accountants, actuaries, custodians, and financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power power, except in accordance with Section 13(c) hereof, to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The Trustee shall not be responsible for maintaining individual distribution records None of plan participants; the amount and time of distribution Trustees, whether named herein or appointed by any court or person, shall be directed by required to file any inventory with, make any accounting or report to or qualify before any court or public official or be required to give any bond, regardless of any requirement of law, statute or rule of court to the Grantor or contrary, it being the Grantor's delegateintention hereby to relieve each and every one of the Trustees from any and all such and similar requirements. (Fg) The If there are two or more trusts or shares of any trust created hereunder, then the principal of the several trusts or shares may be commingled and held as one fund with the separate trusts or shares having undivided interests therein appropriately identified on the books of Trustee. (h) Any successor Trustee has no obligation at any time serving hereunder shall have and possess all of the rights, powers, privileges, immunities and discretions herein conferred upon the original Trustee in its capacity as such. No successor Trustee shall be liable or responsible for any losses or expenses resulting from or occasioned by anything done or neglected to apply for or obtain a ruling from be done in the Internal Revenue Service as to the tax consequences administration of the Trust as prior to either the Grantor or the Beneficiariesbecoming a Trustee. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ii) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing deriving the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder, provided only that such action shall be approved by Company in advance. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (A1) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor Company or any Beneficiary the Executive that is contemplated by, and in conformity with, the terms of the Plans Deferred Compensation Agreement or this Trust Agreement. The Trust; and provided further, that the Trustee may seek written evidence shall incur no liability to any person for any reasonable action or failure to act taken pursuant to a reasonable determination of such direction, request the existence or approvalnonexistence of an event of Insolvency pursuant to Section 3 hereunder. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B2) The If the Trustee shall not be required to undertake undertakes, defends or to defend settles any pending or threatened claim or litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (C3) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with reasonably relying upon the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trustcounsel. (D4) Provided there is a prior consultation with the Company, the Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (5) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I6) Notwithstanding any powers power granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the CodeInternal Revenue Code of 1986, as amended.

Responsibility of Trustee. (A) The 8.1 Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor Constellation Energy (or any Beneficiary investment manager designated pursuant to terms hereof) which is contemplated by, and in conformity with, the terms of the Plans this Trust Agreement and is given in writing by Constellation Energy. 8.2 Trustee need not engage in any litigation, arbitration or administrative proceeding related to this Trust Agreement unless first indemnified to its reasonable satisfaction by Constellation Energy unless such litigation, arbitration or administrative proceeding is prompted by an allegation that Trustee has breached its duties undertaken pursuant to this Trust Agreement. The If Trustee may seek written evidence proceeds to engage in any such litigation, arbitration or administrative proceeding and is not so indemnified, all reasonable costs of Trustee including reasonable attorney's fees incurred pursuant to such directionaction shall be charged against and paid from the Trust assets, request or approval. In except when the event of a dispute between the Grantor and a party, the claim relates to an allegation that Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the has breached its duties in which case Trustee shall be held harmless by the Grantor or responsible for such costs. Trustee may consult with any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directionslegal counsel, including, without limitation, assets counsel to Constellation Energy or investment property Trustee's own independent counsel, to assist Trustee in which the Trustee may have a conflict management and administration of interest. (B) The Trustee shall not be required to undertake the Trust or to defend any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor against its costs, expenses and liability (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (C) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generally) with respect to any (a) the meaning or construction of its duties or obligations hereunder with respect to the transactions contemplated by terms of this Trust Agreement, (b) its obligations or duties hereunder, (c) any act which the Trustee proposes to should take or omitomit hereunder, and shall be fully protected (d) any action or proceeding, or (e) any question of law. In any action taken or omitted by Trustee in acting or refraining from acting in accordance with good faith pursuant to the advice of such counsel counsel, Constellation Energy shall indemnify and may pay related hold Trustee harmless against reasonable fees, litigation expenses and compensation from attorney's fees occasioned by such action; except when Trustee acted or omitted to act upon the Trustadvice of counsel other than counsel to Constellation Energy. (D) The 8.3 Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. Trustee, as assignee under split dollar life insurance policies, may exercise the right to obtain policy loans in accordance with the terms of the collateral assignment document. 8.4 In executing its duties, obligations and responsibilities as herein provided, and in addition to those powers given by law, Trustee shall have the power, in its sole discretion: (Ea) The to collect and receive any and all money and other property due to the Trust and to give full discharge therefor; (b) to settle, compromise or submit to arbitration any claims, debts or damages due to or owing to or from the Trust; 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; (c) if specifically instructed by Constellation Energy, to provide benefits through the purchase of individual or group annuity or life insurance contracts issued by insurance companies licensed to do business in the State of New York; (d) if specifically instructed by Constellation Energy, to act as agent for Constellation Energy to perform multiple services for the Plans, its participants and beneficiaries and to receive and withdraw from the Trust assets reasonable compensation therefor; (e) to engage accountants or other advisors as Trustee may deem necessary to control and manage the Trust assets and to carry out the purposes of this Trust Agreement; (f) subject to Section 5 hereof, to invest and reinvest the Trust assets without distinction between principal and income in any form of property not prohibited by law including, without limitation on the amount which may be invested therein, any common or group trust fund operated by Trustee or in demand deposits of Trustee; (g) to hold cash uninvested in an amount considered necessary and practical for proper administration of the Trust and/or to deposit the same with any banking, savings or similar financial institution supervised by the United States or any State, including Trustee's own banking department; and (h) to perform all such acts and exercise all such rights and privileges consistent with applicable law and the terms of this Trust Agreement, although not specifically mentioned herein, as Trustee may deem desirable or necessary to control and manage the Trust assets and to carry out the purposes of this Trust Agreement. Except as provided under Section 13.2, if all or any part of the Trust assets are at any time attached, garnished, or levied upon by any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by a court affecting such property or any part thereof, then and in any of such events Trustee is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree, and it shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor liable to Constellation Energy (or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties subsidiaries) or obligations hereunder and any participant by reason of such compliance even though such order, writ, judgment or decree subsequently may pay related reasonable feesbe reversed, expenses and compensation from the Trustmodified, annulled, set aside or vacated. (I) 8.5 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence prudence, and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ie) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (f) To invest and reinvest part or all of the trust fund in any real or personal property (including investments in any stocks, bonds, debentures, mutual fund shares (including those for which the Trustee or its affiliate is advisor), notes, commercial paper, treasury bills, options, commodities, futures contracts, partnership interests, venture capital investments, any interest bearing deposits held by any bank or similar financial institution, and any other real or personal property) and to diversify such investments so as to minimize the risk of large losses unless under the circumstances it is clearly prudent not to do so; except that the Company may from time to time establish investment guidelines and the trustee shall follow such investment guidelines. (g) To retain in cash such amounts as the trustee considers advisable and as are permitted by applicable law and to deposit any cash so retained in any depository (including any bank acting as trustee) which the trustee may select. (h) To manage, sell, insure and otherwise deal with all real and personal property held by the trustee on such terms and conditions as the trustee shall decide. (i) To vote stock and other voting securities personally or by proxy (and to delegate the trustee's powers and discretions with respect to such stock or other voting securities to such proxy), to exercise subscription, conversion and other rights and options (and make payments from the trust fund in connection therewith), to take any action and to abstain from taking any action with respect to any reorganization, consolidation, merger, dissolution, recapitalization, refinancing and any other program or change affecting any property constituting a part of the trust fund (and in connection therewith to delegate the trustee's discretionary powers and to pay assessments, subscriptions and other charges from the trust fund), to hold or register any property from time to time in the trustee's name or in the name of a nominee or to hold it unregistered or in such form that title shall pass by delivery and, with the approval of the Company, to borrow from anyone, including any bank acting as trustee, to the extent permitted by law, such amounts from time to time as the trustee considers desirable to carry out this trust (and to mortgage or pledge all or part of the trust fund as security). (j) To make payments from the trust fund of amounts that have become payable under the Plan pursuant to Section 2 to the extent not already paid by the Company or that are required to be made to the creditors of the Company pursuant to Section 3. (k) To employ counsel and to begin, maintain or defend any litigation necessary in connection with the administration of this trust except that, unless otherwise required by law, the trustee shall not be obliged or required to do so unless indemnified to the trustee's satisfaction. (l) To withhold, if the trustee considers it advisable, all or any part of any payment required to be made hereunder as may be necessary and proper to protect the trustee or the trust fund against any liability or claim on account of any estate, inheritance, income or other tax or assessment attributable to any amount payable hereunder, and to discharge any such liability with any part or all of such payment so withheld, provided that at least ten days prior to discharging any such liability with any amount so withheld the trustee shall notify the Company in writing of the trustee's intent to do so. (m) The Company (which has the authority to do so under the laws of its state of incorporation) shall indemnify the Trustee and defend it and hold it harmless from and against any and all liabilities, losses, claims, suits or expenses (including attorneys' fees), of whatsoever kind and nature which may be imposed upon, asserted against or incurred by the Trustee at any time by reason of its provision of services under this Trust Agreement, its status as Trustee, or by reason of any act or failure to act under this Trust Agreement, or any action taken in accordance with any directions which conform with the terms of this Trust Agreement, or acts omitted due to absence of such directions, from the Company, except to the extent, such liability, loss, claim, suit or expense arises directly from the Trustee's negligence or willful misconduct in the performance of responsibilities specifically allocated to it under this Trust Agreement. This paragraph shall survive the termination of the Trust Agreement. (n) To furnish the Company with such information in the trustee's possession as the Company may need for tax or other purposes. (o) To employ agents, attorneys, accountants, actuaries and other persons (who also may be employed by the Company, the Company or others), to delegate discretionary powers to such persons and to reasonably rely upon information and advice furnished by such persons; provided that each such delegation and the acceptance thereof by each such person shall be in writing; and provided further that the trustee may not delegate its responsibilities as to the management or control of the assets of the trust fund. (p) To perform all other acts which in the trustee's judgment are appropriate for the proper management, investment and distribution of the trust fund. (q) The trustee may invest any part or all of the trust assets for which it has investment responsibility in any common, collective or commingled trust fund or pooled investment fund that is maintained by a bank or trust company (including a bank or trust company acting as trustee) provided such investments are consistent with applicable investment requirements and guidelines. To the extent that any trust assets are invested in any such fund, the provisions of the documents under which such common, collective or commingled trust fund or pooled investment fund are maintained shall govern any investments therein.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a reasonable direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approval. In the event of a dispute between the Grantor Agreement and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless is given in writing by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interestCompany. (B) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor against its costs, expenses and liability (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cb) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) or obtain actuarial or other expert advice, with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dc) The Trustee may hire agents, attorneys, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (d) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person other than the Company the proceeds of any borrowing against such policy. In the event that Trust Surplus (as defined in Section 4 hereof) exists, the Company may direct the Trustee to borrow against any insurance policy held as a Trust asset that permits such borrowing, and to lend the proceeds to the Company, provided that the aggregate amount lent to the Company shall not exceed the Trust Surplus. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ie) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person man acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Grantor or any Beneficiary Corporation contemplated by, by and in conformity with, complying with the terms of the Plans or this Trust Agreement. Agreement and the Corporation shall indemnify and hold harmless the Trustee, its officers, employees, and agents from and against all liabilities, losses, and claims (including reasonable attorney’s fees and costs of defense) for actions taken or omitted by the Trustee in accordance with the direction given by the Corporation The Trustee may seek written evidence shall discharge its responsibility for the control of such directionthe Trust Assets solely in the interest of the Participants and for the exclusive purpose of assuring that, request to the extent of available Trust Assets, all Plan Payments are paid when due to the Participants or approvalany beneficiary or beneficiaries thereof. In the event of a dispute in relation to the Trust between the Grantor Corporation and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement (except for litigation in which the Trustee is alleged to have acted grossly negligent or engaged in willful misconduct), unless it be first indemnified by the Grantor Corporation against its prospective costs, expenses and liability (includingliability, without limitation, attorneys' fees and expenses) relating thereto. The Grantor the Corporation hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, expenses and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Corporation generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omithereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from counsel. And the Trust. (D) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, professionals to assist it in performing any of its duties or obligations hereunder hereunder. The Corporation shall pay such reasonable expenses for services of such individuals or entities based on such substantiation and documentation as requested by the Corporation. If the Corporation, without good cause, does not pay such expenses in a reasonably timely manner, the Trustee may pay related reasonable fees, expenses and compensation obtain payment from the Trust. (Id) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan (as certified to the Trustee by the Company) or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by the Company. In the event of a dispute between the Grantor Company and a third party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The Trustee is not a party to and has no duties or responsibilities under the Plan other than those that may be expressly contained in this Rabbi Trust Agreement. In any case in which a provision of this Rabbi Trust Agreement conflicts with any provision in the Plan, this Rabbi Trust Agreement shall control. (c) The Trustee shall not be required responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to undertake this Rabbi Trust Agreement and shall be held harmless in acting upon any notice, request, direction, instruction, consent, certification or other instrument believed by it to defend be genuine and delivered by the proper party or parties. (d) The Company agrees to indemnify and hold harmless the Trustee, its parent, subsidiaries and affiliates, and each of their respective officers, directors, employees and agents from and against all liability, loss and expense, including reasonable attorneys’ fees and expenses incurred by the Trustee or any of the foregoing indemnitees arising out of or in connection with this Rabbi Trust Agreement, except as a result of the Trustee’s own negligence, willful misconduct, bad faith or breach of this Agreement or of its fiduciary duties . The Trustee shall be fully indemnified by the Company for any action taken in accordance with, or any failure to act in the absence of, the Company’s or an investment manager’s directions. If the Trustee undertakes or defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee’s costs, expenses and liability liabilities (including, without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify payments except where the Trustee for such costsis determined to be liable due to its negligence, expenseswillful misconduct, and liabilitybad faith, or breach of this Rabbi Trust Agreement or of its fiduciary duties. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. This Section 10(d) shall survive the termination of this Rabbi Agreement. (Ce) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect and as a part of its reimbursable expenses under this Agreement, pay counsel’s reasonable compensation and expenses. The Trustee shall be entitled to the transactions contemplated by this Trust or any rely on and may act which the Trustee proposes to take or omitupon advice of counsel on all matters, and shall be fully protected in acting without liability for any action reasonably taken or refraining from acting in accordance with the advice of omitted pursuant to such counsel and may pay related reasonable fees, expenses and compensation from the Trustadvice. (Df) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals, including affiliates, to assist it in performing any of its duties or obligations hereunder. (g) The Trustee shall have, have without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ih) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (i) Notwithstanding anything in this Rabbi Trust Agreement to the contrary contained herein, the Trustee shall not be responsible or liable for any losses to the Trust resulting from any event beyond the reasonable control of the Trustee, its agents or custodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event. This Section shall survive the termination of this Rabbi Trust Agreement. (j) The Trustee shall not be liable for any act or omission of any other person, except to the extent that such person is an agent of the Trustee (not appointed pursuant to the direction of the Company or an investment manager) or under the control of the Trustee, in carrying out any responsibility imposed upon such person and under no circumstances shall the Trustee be liable for any indirect, consequential, or special damages with respect to its role as Trustee.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by the Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If the Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses expenses, and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses expenses, and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants, or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person corporate trustee, acting in a like capacity and familiar with such matters as are contemplated hereunder matters, would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, requestrequest or approval, or approval given contemplated by the Grantor or any Beneficiary contemplated by, and in conformity with, complying with the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request given in writing by Cleveland-Cliffs, by the Compensation Committee or approval. In the event of by a dispute between the Grantor Trust Beneficiary applicable to his or her beneficial interest herein; and a partyprovided, further, that the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale seek additional deposits of assets purchased pursuant to such directionsprincipal from Cleveland-Cliffs for additional amounts accrued under the Agreements, including, without limitation, assets or investment property in which and the Trustee may have a conflict of interest. (B) The Trustee shall not be required to responsible for the adequacy of this Trust. (c) The Trustee may hold securities in bearer form and may register securities and other property held in the trust fund in its own name or in the name of a nominee, combine certificates representing securities with certificates of the same issue held by the Trustee in other fiduciary capacities, and deposit, or arrange for deposit of property with any depository; provided that the books and records of the Trustee shall at all times show that all such securities are part of the trust fund. (d) If the Trustee shall undertake or to defend any litigation arising in connection with this Trust Agreement unless Agreement, it shall be first indemnified by the Grantor Cleveland-Cliffs against its costs, expenses and liability liabilities (including, including without limitation, limitation attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Ce) The Trustee may consult with legal counsel counsel, independent accountants and actuaries (who may also be counsel independent accountants or actuaries for the Grantor or the Trustee generallyCleveland-Cliffs) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omithereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel counsel, independent accountants and may pay related reasonable fees, expenses and compensation from the Trustactuaries. (Df) The Trustee may rely and shall be protected in acting or refraining from acting within the authority granted 14 14 (g) The Trustee may hire agents, accountants, actuaries, and financial consultants, who may be agents, accountants, actuaries, or financial consultants, as the case may be, for Cleveland-Cliffs, and shall not be answerable for the conduct of same if appointed with due care. (h) The Trustee is empowered to take all actions necessary or advisable in order to collect any benefits or payments of which the Trustee is the designated beneficiary. (i) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powershold, duties, responsibilities invest and rights hereunder distribute assets in accordance with the care, skill, prudence terms of this Trust and diligence, under the circumstances then prevailing, that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a written direction, request, request or approval given by the Grantor or any Beneficiary contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvalCompany. In the event of a dispute between the Grantor Company and a partyparty claiming an interest in or rights under this Trust, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation litigation, or becomes involved in any dispute, claim or controversy, arising in connection with this Trust Agreement unless it be first indemnified by the Grantor against Trust, Company agrees to indemnify and hold harmless Trustee, its directors, officers, employees and agents with respect to all costs, expenses and liability liabilities (including, without limitation, attorneys' attorney’s fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generallyCompany) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or and any act which the Trustee proposes to take or omit, cost and expenses relating thereto shall be fully protected in acting or refraining from acting in accordance with borne by the advice of such counsel and may pay related reasonable fees, expenses and compensation from the TrustCompany. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder and any cost or expenses relating thereto shall be borne by the Company. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The Trustee shall not be responsible for maintaining individual distribution records Notwithstanding the provisions of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (FSection 8(e) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The above, Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with loan to Company the Trustee, to assist it in performing proceeds of any borrowing against an insurance policy held as an asset of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ig) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the CodeInternal Revenue Code of 1986, as amended. (h) If there is any disagreement or dispute in connection with the Trust or the subject matter hereof, including any dispute between or among Trustee, Company or any Plan participant or beneficiary, or between or among Company, any Plan participant or beneficiary or any person not a party to the Trust, or there are adverse or inconsistent claims or demands upon, or inconsistent instructions to the Trustee, or Trustee in good faith is in doubt as to what action to take pursuant to the Trust, the Trustee may at its election refuse to comply with any such claims, demands or instructions, or refuse to take any other action pursuant to this Trust until (i) the rights of all persons involved in the dispute have been fully and finally adjudicated by a court of competent jurisdiction or the Trustee has resolved any such doubts to its good faith satisfaction; or (ii) all disputes have been resolved between the persons involved and the Trustee has received written notice thereof satisfactory to it from all such persons. Without limiting the generality of the foregoing, the Trustee may at its election interplead the subject matter of this Trust Agreement with a court of competent jurisdiction, or commence judicial proceedings for a declaratory judgment, and the Trustee shall be entitled to recover from the Company or the Trust, both collectively and individually, the Trustee’s attorneys’ fees, expenses and costs in connection with any such interpleader or declaratory judgment action.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor Company or any Beneficiary delegate appointed by the Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request and is given in writing by Company or approvalits delegate. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee’s costs, expenses and liability liabilities (including, without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor hire agents, accountants, actuaries, investment advisors, financial consultants or the Trustee generally) with respect other professionals to assist it in performing any of its duties or obligations hereunder with respect to hereunder, including recordkeeping, reporting, custody of assets or proxy voting. Such agents may include affiliates of the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the TrustTrustee. (Dd) The Trustee shall have, without exclusion, all powers conferred on trustees by in Trustees in accordance with applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (Ee) The Company shall indemnify and hold harmless the Trustee shall not from and against any and all claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be responsible for maintaining individual distribution records subject by reason of plan participants; any act done or omitted to be done, except where the amount and time same is finally adjudicated to be due to the negligence or willful misconduct of distribution shall be directed by the Grantor or the Grantor's delegateTrustee. (Ff) The Trustee has In addition to and in no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences way in limitation of the Trust as indemnification of paragraph (e) of this section, the Company hereby agrees to either indemnify and hold harmless the Grantor or the Beneficiaries. Trustee from and against any claims, losses, damages, expenses (Gincluding reasonable counsel fees) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for and liability to which the Trust has been established or of which it is a part. (H) The Trustee may hire agentsbe subject by reason of any act or omission of any prior, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants subsequent or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 existing trustee of the Procedure and Administrative Regulations promulgated pursuant to the CodePlan.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee’s costs, expenses and liability liabilities (including, without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. Notwithstanding the foregoing, Trustee shall not be indemnified against or entitled in any other way to costs, expenses and liabilities arising out of or otherwise connected to its gross negligence. (Cc) The Trustee may consult with legal counsel (who who, prior to a Change in Control, may also be counsel for the Grantor or the Trustee generallyCompany) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The Trustee shall not be responsible for maintaining individual distribution records However, notwithstanding the provisions of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (FSection 8(e) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The above, Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with loan to Company the Trustee, to assist it in performing proceeds of any borrowing against an insurance policy held as an asset of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ig) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 section 301.7701 -2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee’s costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the ; Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. (g) Unless resulting from the Trustee's negligence, willful misconduct, lack of good faith, or breach of its duties under this Agreement, the Company shall indemnify and save harmless the Trustee from, against, for and in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, reasonable attorney's fees incident to any suit, action, investigation, claim or proceedings suffered, sustained, incurred or required to be paid by the Trustee in connection with the Plan or this Agreement. If Company does not pay such costs, expenses and liabilities for which it is liable hereunder in a reasonably timely manner; Trustee may obtain payment from the Trust. (h) The Trustee shall indemnify and save harmless the Company from, against, for and in respect of any and all damages, losses, obligations, liabilities, liens, deficiencies, costs and expenses, including without limitation, reasonable attorney's fees incident to any suit, action, investigation, claim or proceedings suffered, sustained, incurred or required to be paid by the Company in connection with the Plan or this Agreement as a result of the Trustee’s negligence, willful misconduct, lack of good faith, or breach of its fiduciary duties under this Agreement.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence and is given in writing by Company, or for any failure to take any action in the absence of such a direction, request or approval. The duties of Trustee shall only be those specifically undertaken pursuant to this Agreement or by means of a separate written agreement. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The Employers and the Trust hereby indemnify Trustee shall not be required against, and agree to undertake or to defend any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor against its costshold Trustee harmless from, expenses all liabilities and liability claims (including, without limitation, including reasonable attorneys' ’ fees and expensesexpenses in defending against such liabilities and claims) relating thereto. The Grantor hereby agrees to be primarily liable for against Trustee as a result of any breach of fiduciary responsibility by a fiduciary other than Trustee or an agent of Trustee (excluding any agent which is Company or an agent of Company), unless Trustee or such costs, expenses and liability and to indemnify the agent of Trustee for participates knowingly in such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trustbreach. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or pursuant to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The Trustee shall not be responsible for maintaining individual distribution records However, notwithstanding the provisions of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (Fsection 8(e) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The above, Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with loan to Company the Trustee, to assist it in performing proceeds of any borrowing against an insurance policy held as an asset of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ig) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor Company or any Beneficiary of the Executives that is contemplated by, and in conformity with, the terms of the Plans Deferred Compensation Agreements or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvalTrust. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If the Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers power granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the CodeInternal Revenue Code of 1986, as amended.

Responsibility of Trustee. (A) 11.1 The Trustee shall exercise at all times act in accordance with, and its powersobligations hereunder shall be at all times subject to, duties, responsibilities all applicable laws and rights hereunder regulations as from time to time in effect. The Trustee shall act with the care, skill, prudence prudence, and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, or approval given by the Grantor or any Beneficiary that is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreementand is given in writing by Key prior to the occurrence of any Change of Control. The If the Trustee may seek written evidence determines that Key is Insolvent, the Trustee shall not be liable to any person on account of such directionthe Trustee’s discontinuation of payment from the Trust to Participants for so long as the Trustee deems Key to be Insolvent. Except as otherwise provided in Section 4.5 above with respect to binding arbitration of disputes between a Participant and Key, request or approval. In in the event of a dispute between the Grantor Key and a any other party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, . 11.2 If the Trustee shall be held harmless by the Grantor undertakes or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The Trustee shall not be required to undertake or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Key agrees to indemnify the Trustee against its the Trustee’s costs, expenses expenses, and liability liabilities (including, without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for payments. If such costs, expenses, and liability. If the Grantor does liabilities are not pay such costs, expenses and liabilities paid by Key in a reasonably timely manner, the Trustee may obtain payment from the Trust. Key shall reimburse the Trust within 30 days after receipt of a ▇▇▇▇ from the Trustee for any such costs, expenses, and liabilities paid out of the Trust. (C) 11.3 The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generally) with respect to any of its duties or obligations hereunder with respect hereunder. 11.4 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants, or other professionals and may rely on the advice given by such professionals, to assist it in performing any of its duties or obligations hereunder, including, without limitation, to assist it in enforcing against Key any of the transactions contemplated by obligations of Key under this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the TrustAgreement. (D) 11.5 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) 11.6 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (A) 11.1 The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence prudence, and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, or approval given by the Grantor or any Beneficiary that is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Oglebay. In the event of a dispute between the Grantor Oglebay and a any other party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore. 11.2 Oglebay agrees to indemnify Trustee against Trustee’s costs, the Trustee shall be held harmless by the Grantor or any Beneficiary expenses and liabilities (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets reasonable attorneys’ fees and expenses) relating to the administration of this Trust and the provision of services hereunder or investment property in which by reason of any act or failure to act under this Agreement, and to be primarily liable for such payments. If the Trustee may have a conflict of interest. (B) The Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Oglebay agrees to indemnify the Trustee against its the Trustee’s costs, expenses expenses, and liability liabilities (including, without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for payments. If such costs, expenses, and liability. If the Grantor does liabilities are not pay such costs, expenses and liabilities paid by Oglebay in a reasonably timely manner, the Trustee may obtain payment from the Trust. Oglebay shall reimburse the Trust within 30 days after receipt of a ▇▇▇▇ from the Trustee for any such costs, expenses, and liabilities paid out of the Trust. The Trustee shall not be entitled to indemnification from Oglebay or the Trust to the extent that any liability, cost or expense arises directly from the Trustee’s negligence or willful misconduct in the performance of responsibilities specifically allocated to it under this Agreement. Oglebay’s indemnity shall be a continuing obligation of Oglebay, its successors and assigns, notwithstanding the termination of this Agreement or the resignation or removal of Trustee. (C) 11.3 The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (D) 11.4 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants, or other professionals to assist it in performing any of its duties or obligations hereunder. 11.5 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) 11.6 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. 11.7 Trustee has no responsibility or liability for the administration of the Plan(s), including, without limitation, the determination of matters relating to the eligibility of any employee to become a Participant or remain a Participant, the amount of benefit which a Participant or beneficiary is entitled to receive, whether a distribution to a Participant or beneficiary is appropriate, or the size and type of any insurance policy to be purchased from any insurer for any Participant; Oglebay has these responsibilities under the Plan(s).

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person corporate trustee, acting in a like capacity and familiar with such matters as are contemplated hereunder matters, would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, requestrequest or approval, or approval given contemplated by the Grantor or any Beneficiary contemplated by, and in conformity with, complying with the terms of the Plans or this Trust AgreementAgreement No. The Trustee may seek written evidence of such direction7, request given in writing by any Participating Employer, by the Compensation Committee or approval. In the event of by a dispute between the Grantor Participant or Beneficiary applicable to his or her beneficial interest herein; and a partyprovided, further, that the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale seek additional deposits of assets purchased pursuant to such directionsprincipal from any Participating Employer for additional amounts accrued under the Plan, including, without limitation, assets or investment property in which and the Trustee may have a conflict of interest. (B) The Trustee shall not be required responsible for the adequacy of this Trust. (b) The Trustee may vote any stock or other securities and exercise any right appurtenant to any stock, other securities or other property held hereunder, either in person or by general or limited proxy, power of attorney or other instrument. (c) The Trustee may hold securities in bearer form and may register securities and other property held in the trust fund in its own name or in the name of a nominee, combine certificates representing securities with certificates of the same issue held by the Trustee in other fiduciary capacities, and deposit, or arrange for deposit of property with any 21 21 (d) If the Trustee shall undertake or to defend any litigation arising in connection with this Trust Agreement unless No. 7, it shall be first indemnified jointly and severally by the Grantor Cleveland-Cliffs and each Participating Subsidiary against its costs, expenses and liability liabilities (including, including without limitation, limitation attorneys' fees and expenses) relating related thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Ce) The Trustee may consult with legal counsel counsel, independent accountants and actuaries (who may also be counsel counsel, independent accountants or actuaries for the Grantor or the Trustee generallyany Participating Employer) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omithereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel counsel, independent accountants and may pay related reasonable fees, expenses and compensation from the Trustactuaries. (Df) The Trustee may rely and shall be protected in acting or refraining from acting within the authority granted by the terms of this Trust Agreement No. 7 upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. (h) The Trustee is empowered to take all actions necessary or advisable in order to collect any benefits or payments of which the Trustee is the designated beneficiary. (i) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (A) The 8.1 Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the we care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct conduct; of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a any third party, the including a Participants or Beneficiary, Trustee may apply to a court Court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The 8.2 If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain funds to make payment from the Trust. (C) The 8.3 Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (D) The 8.4 Trustee may hire agents, accountants, attorneys, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. 8.5 Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise hereinin this Trust Agreement; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary Beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (A) The 8.1 Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor CEG (or any Beneficiary investment manager designated pursuant to terms hereof) which is contemplated by, and in conformity with, the terms of the Plans this Trust Agreement and is given in writing by CEG. 8.2 Trustee need not engage in any litigation, arbitration or administrative proceeding related to this Trust Agreement unless first indemnified to its reasonable satisfaction by CEG unless such litigation, arbitration or administrative proceeding is prompted by an allegation that Trustee has breached its duties undertaken pursuant to this Trust Agreement. The If Trustee may seek written evidence proceeds to engage in any such litigation, arbitration or administrative proceeding and is not so indemnified, all reasonable costs of Trustee including reasonable attorney's fees incurred pursuant to such directionaction shall be charged against and paid from the Trust assets, request or approval. In except when the event of a dispute between the Grantor and a party, the claim relates to an allegation that Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the has breached its duties in which case Trustee shall be held harmless by the Grantor or responsible for such costs. Trustee may consult with any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directionslegal counsel, including, without limitation, assets counsel to CEG or investment property Trustee's own independent counsel, to assist Trustee in which the Trustee may have a conflict management and administration of interest. (B) The Trustee shall not be required to undertake the Trust or to defend any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor against its costs, expenses and liability (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (C) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generally) with respect to any (a) the meaning or construction of its duties or obligations hereunder with respect to the transactions contemplated by terms of this Trust Agreement, (b) its obligations or duties hereunder, (c) any act which the Trustee proposes to should take or omitomit hereunder, and shall be fully protected (d) any action or proceeding, or (e) any question of law. In any action taken or omitted by Trustee in acting or refraining from acting in accordance with good faith pursuant to the advice of such counsel counsel, CEG shall indemnify and may pay related hold Trustee harmless against reasonable fees, litigation expenses and compensation from attorney's fees occasioned by such action; except when Trustee acted or omitted to act upon the Trustadvice of counsel other than counsel to CEG. (D) The 8.3 Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. Trustee, as assignee under split dollar life insurance policies, may exercise the right to obtain policy loans in accordance with the terms of the collateral assignment document. 8.4 In executing its duties, obligations and responsibilities as herein provided, and in addition to those powers given by law, Trustee shall have the power, in its sole discretion: (Ea) The to collect and receive any and all money and other property due to the Trust and to give full discharge therefor; (b) to settle, compromise or submit to arbitration any claims, debts or damages due to or owing to or from the Trust; 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; (c) if specifically instructed by CEG, to provide benefits through the purchase of individual or group annuity or life insurance contracts issued by insurance companies licensed to do business in the State of New York; (d) if specifically instructed by CEG, to act as agent for CEG to perform multiple services for the Plan, its participants and beneficiaries and to receive and withdraw from the Trust assets reasonable compensation therefor; (e) to engage accountants or other advisors as Trustee may deem necessary to control and manage the Trust assets and to carry out the purposes of this Trust Agreement; (f) subject to Section 5 hereof, to invest and reinvest the Trust assets without distinction between principal and income in any form of property not prohibited by law including, without limitation on the amount which may be invested therein, any common or group trust fund operated by Trustee or in demand deposits of Trustee; (g) to hold cash uninvested in an amount considered necessary and practical for proper administration of the Trust and/or to deposit the same with any banking, savings or similar financial institution supervised by the United States or any State, including Trustee's own banking department; and (h) to perform all such acts and exercise all such rights and privileges consistent with applicable law and the terms of this Trust Agreement, although not specifically mentioned herein, as Trustee may deem desirable or necessary to control and manage the Trust assets and to carry out the purposes of this Trust Agreement. Except as provided under Section 13.2, if all or any part of the Trust assets are at any time attached, garnished, or levied upon by any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by a court affecting such property or any part thereof, then and in any of such events Trustee is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree, and it shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor liable to CEG (or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties subsidiaries) or obligations hereunder and any participant by reason of such compliance even though such order, writ, judgment or decree subsequently may pay related reasonable feesbe reversed, expenses and compensation from the Trustmodified, annulled, set aside or vacated. (I) 8.5 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given by the Company in accordance with procedures mutually agreed upon by the parties. In the event of a dispute between the Grantor Employer and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If the Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' attorney's fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee Trustee, with the consent of the Company, may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee, in consultation with the Company, may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (A) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, ------------------------- skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by the Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Ba) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by with the Grantor Company's consent, the Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cb) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dc) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder with the Company's consent. (d) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the TrustTrust or the Company, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policypolicy except for the payment of benefits. (Ee) The However, notwithstanding the provisions of Section 8(e) above, Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as may loan to the tax consequences Company the proceeds of the Trust any borrowing against an insurance policy held as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or an asset of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor Company or any Beneficiary delegate appointed by the Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request and is given in writing by Company or approvalits delegate. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor hire agents, accountants, actuaries, investment advisors, financial consultants or the Trustee generally) with respect other professionals to assist it in performing any of its duties or obligations hereunder with respect to hereunder, including recordkeeping, reporting, custody of assets or proxy voting. Such agents may include affiliates of the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the TrustTrustee. (Dd) The Trustee shall have, without exclusion, all powers conferred on trustees by in Trustees in accordance with applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (Ee) The Company shall indemnify and hold harmless the Trustee from and against any and all claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act done or omitted to be done, except where the same is finally adjudicated to be due to the negligence or willful misconduct of the Trustee. (f) In addition to and in no way in limitation of the indemnification of paragraph (e) of this section, the Company hereby agrees to indemnify and hold harmless the Trustee from and against any claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act or omission of any prior, subsequent or existing trustee of the Plan. (g) The Trustee shall not be responsible only for maintaining individual distribution records of plan participants; such assets as are actually received by it as Trustee hereunder. The Trustee shall have no duty or authority to ascertain whether any contributions should be made to it pursuant to the Plan or to bring any action to enforce any obligation to make any such contribution, nor shall it have any responsibility concerning the amount and time of distribution shall be directed by the Grantor any contribution or the Grantorapplication of the Plan's delegate. (F) contribution formula. The Trustee has shall have no obligation to apply responsibility for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is any assets not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionalsheld under this Trust, even if they those assets are associated or affiliated with held as assets of the TrusteePlan under a separate trust agreement. Responsibility for any such assets shall be solely that of the trustees named in such separate trust agreement, to assist it or, in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable lawevent no such separate trust exists, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the CodeCompany.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person corporate trustee, acting in a like capacity and familiar with such matters as are contemplated hereunder matters, would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given which is contemplated by the Grantor or any Beneficiary contemplated by, and in conformity with, and compliance with the terms of the Plans or this Trust AgreementAgreement No. The Trustee may seek written evidence of such direction6 and the Indemnification Agreements, request and is given in writing by Cleveland-Cliffs or approval. In the event of a dispute between the Grantor by an Indemnitee with respect to his beneficial interest herein; and a partyprovided, further, that the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale seek additional deposits of assets purchased pursuant to such directionsprincipal from Cleveland-Cliffs, including, without limitation, assets or investment property in which and the Trustee may have a conflict shall not be responsible for the adequacy of interestthis Trust. (Bb) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement unless it be first indemnified by No. 6 and Cleveland-Cliffs shall indemnify the Grantor against its costs, expenses Trustee and liability (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability liabilities (including without limitation attorneys' fees and to indemnify the Trustee for expenses) incurred by reason of such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trustlitigation. (Cc) The Trustee may consult with legal counsel (who may also which, after a Change of Control, shall be counsel for the Grantor or the Trustee generallyindependent with respect to Cleveland-Cliffs) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omithereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel counsel. 11 11 (d) The Trustee may rely and may pay related reasonable feesshall be protected in acting or refraining from acting within the authority granted by the terms of this Trust Agreement No. 6 upon any written notice, expenses instruction or request furnished to it hereunder and compensation from believed by it to be genuine and to have been signed or presented by the Trustproper party or parties, including, without limiting the scope of this Section 8(d), (i) the notice of a Change of Control required by Section 1(b) hereof, and (ii) the certification and notice required by Section 2(c) hereof. (De) The Trustee may hire agents accountants and financial consultants, who may be agent, accountant, or financial consultant, as the case may be, for Cleveland-Cliffs, and shall not be answerable for the conduct of same if appointed with due care. (f) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (Gg) The Trustee is not responsible for giving notices empowered to take all actions necessary or making filings required by applicable statutes advisable in order to collect any benefits or regulations regarding any deferred compensation or other plan for payment of which the Trust has been established or of which it Trustee is a partthe designated beneficiary. 9. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Bank which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Bank. In the event of a dispute between the Grantor Bank and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, except litigation arising out of the Grantor Trustee's negligence or breach of fiduciary duty, Bank agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' attorney's fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Bank does not pay such costs, expenses and liabilities in a reasonably timely reasonable manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Bank generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an any enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor Company or any Beneficiary an investment manager which is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of and is given in writing by the Company or such directioninvestment manager or, request or approval. In the event of following a dispute between the Grantor and a partyChange in Control, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interestFiduciary. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify Trustee against its Trustee’s costs, expenses and liability liabilities (including, without limitation, reasonable attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such payments, except to the extent that the Trustee would not be entitled to indemnification for such costs, expenses and liability and liabilities pursuant to indemnify the Trustee for such costs, expenses, and liabilitySection 9(b) hereof. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. In no event shall Trustee have any liability or responsibility to undertake, defend or continue any litigation unless payment of related fees and expenses is ensured to the reasonable satisfaction of Trustee. (Cc) The Trustee Trustee, at the expense of the Trust or the Company, may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee, at the expense of the Trust or the Company, may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The However, notwithstanding the provisions of Section 8(e) above, prior to a Change in Control affecting the Company, Trustee shall may loan to the Company the proceeds of any borrowing against an insurance policy held as an asset of the Trust. Upon a Change in Control, such a loan may be made with the consent of the majority of Plan participants, whether or not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed employed by the Grantor or the Grantor's delegateCompany. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ig) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (h) Trustee shall have no responsibility or liability respect to: (i) the truth or accuracy of any representation or warranty made in any application or related document provided to the insurer in connection with the issuance or renewal of any insurance policies or insurance contracts, including any representation that the person on whose life an application is being made is eligible to have a contract issued on his or her life; (ii) the selection or monitoring (ongoing or periodic) of any insurance policies or insurance contracts held in the Trust or the insurers issuing such policies or contracts; (iii) the payment of premiums with respect to such policies or contracts; or (iv) the exercise of any rights relating to any such policies or contracts except as directed in writing by the Company. (i) Upon the expiration of ninety (90) days from the date of Trustee’s annual, quarterly or any other account, the Trustee shall be forever released and discharged from all liability and further accountability to the Company or any other person with respect to the accuracy of such accounting and all acts and failures to act of Trustee reflected in such account, except to the extent that the Company shall, within such 90-day period, file with Trustee specific written objections to the account. Neither the Company, nor any participant or beneficiary under the Plans or any other person shall be entitled to any additional or different accounting by Trustee and Trustee shall not be compelled to file in any court any additional or different accounting. For purposes of regulations promulgated by the FDIC, Trustee’s account statements shall be sufficient information concerning securities transactions effected for the Trust, provided that the Company, upon written request, shall have the right to receive at no additional cost written confirmations of such securities transactions, which shall be mailed or otherwise furnished by the Trustee within the timeframe required by applicable regulations. (j) Trustee shall have no duty or responsibility not expressly set forth in this Trust Agreement. By way of example, but without limiting the matters subject to the foregoing sentence, Trustee shall have no responsibility with respect to the administration or interpretation of the Plan, payment of Plan benefits other than from the assets of the Trust, the calculation of tax to be withheld, reported and/or paid to taxing authorities and (if applicable pursuant to the fee schedule) withholding, remitting, or reporting to taxing authorities of taxes other than from payments made with Trust assets to Plan participants and other than as directed by the Company, or maintaining participant records with respect to the Plan.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The and is given in writing by the Company; and provided further, that the Trustee may seek written evidence shall incur no liability to any person for any reasonable action or failure to act taken pursuant to a reasonable determination of such direction, request the existence or approvalnon-existence of an event of Insolvency pursuant to Section 3 hereunder. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor against its costs, expenses and liability (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cb) The Trustee may consult with legal counsel (who may also be counsel for the Grantor Company or the Trustee generally) with respect to any of its duties or obligations hereunder with respect and, subject to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omitprovisions of Section 12(f) hereof, and shall be fully protected with respect to any act or inaction taken in acting or refraining from acting in accordance with reasonable reliance upon the written advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trustcounsel. (Dc) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (d) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ie) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or by applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to by a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, by and in conformity with, with the terms of the Plans SERP or this Trust Agreementand is given in writing by Company. The Trustee may seek written evidence of such direction, request or approval. In the event of If there is a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with under this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee’s costs, expenses and liability liabilities (including, without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of regarding its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The Trustee shall not be responsible for maintaining individual distribution records Regardless of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to by this Trust Agreement or by applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to under the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person corporate trustee acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given contemplated by the Grantor or any Beneficiary contemplated by, and in conformity with, complying with the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approval. In the event of a dispute between the Grantor and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement on behalf of the Trust, unless it be first indemnified by the Grantor Corporation against its prospective costs, expenses and liability (includingthe liability, without limitation, attorneys' fees and expenses) relating thereto. The Grantor the Corporation hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor Corporation does not pay make payment to the Trustee of an agreed indemnity for such costs, expenses expenses, and liabilities in a reasonably timely manner, the Trustee may obtain payment from the TrustTrust to the extent permitted under applicable law and in accordance with Section 11. (Cc) The Trustee may consult with legal counsel (who may also be counsel generally or specially for the Grantor Trustee or the Trustee generallyCorporation or their affiliates) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omithereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trustcounsel. (D) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (Hd) The Trustee may hire agentsrely and shall be protected in acting or refraining from acting upon any written notice, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants instruction or other professionals, even if they are associated or affiliated with the Trustee, request furnished to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses reasonably believed by it to be genuine and compensation from to have been signed or presented by the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable lawCorporation, the Trustee shall not have any power that could give the Trust the objective of carrying on Committee, or a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the CodeParticipant or Beneficiary.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence prudence, and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, or approval given by the Grantor Company or any Beneficiary an investment manager which is contemplated by, and in conformity with, the terms of the Plans Plan(s) or this Trust Agreement. The Trustee may seek written evidence is given in writing by the Company or the investment manager or for any failure to take any action in the absence of such a direction, request or approval. In . (b) The Trustee shall have the event of a dispute between the Grantor and a party, the Trustee may right to apply at any time to a court of competent jurisdiction for the judicial settlement of the Trustee's account, and in any case it shall be necessary to resolve the dispute. Furthermore, join as parties thereto only the Trustee and the Company; and any judgment or decree which may be entered therein shall be held harmless by conclusive upon all persons having or claiming to have any interest in the Grantor fund or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have under a conflict of interestPlan. (B) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor against its costs, expenses and liability (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee an Employer generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trustcounsel. (Dd) The Trustee may hire agents, accountants, actuaries, investment, advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The Trustee shall not be responsible for maintaining individual distribution records However, notwithstanding the provisions of plan participants; Section 8(e) hereof, the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with loan to Employer the Trustee, to assist it in performing proceeds of any borrowing against an insurance policy held as an asset of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ig) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Administration Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person corporate trustee, acting in a like capacity and familiar with such matters as are contemplated hereunder matters, would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, requestrequest or approval, or approval given contemplated by the Grantor or any Beneficiary contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. complying (b) The Trustee may seek written evidence vote any stock or other securities and exercise any right appurtenant to any stock, other securities or other property held hereunder, either in person or by general or limited proxy, power of such direction, request attorney or approval. In other instrument. (c) The Trustee may hold securities in bearer form and may register securities and other property held in the event trust fund in its own name or in the name of a dispute between nominee, combine certificates representing securities with certificates of the Grantor and a party, same issue held by the Trustee may apply to a court in other fiduciary capacities, and deposit, or arrange for deposit of competent jurisdiction to resolve property with any depository; provided that the dispute. Furthermore, books and records of the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf at all times show that all such securities are part of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interesttrust fund. (Bd) The If the Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement unless Agreement, it shall be first indemnified by the Grantor Cleveland-Cliffs against its costs, expenses and liability liabilities (including, including without limitation, limitation attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Ce) The Trustee may consult with legal counsel counsel, independent accountants and actuaries (who may also be counsel independent accountants or actuaries for the Grantor or the Trustee generallyCleveland-Cliffs) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omithereunder, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel counsel, independent accountants and may pay related reasonable fees, expenses and compensation from the Trustactuaries. (Df) The Trustee may rely and shall be protected in acting or refraining from acting within the authority granted by the terms of this Trust Agreement upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. (g) The trustee may hire agents, accountants, actuaries, and financial consultants, who may be agents, accountants, actuaries, or financial consultants, as the case may be, for Cleveland-Cliffs, and shall not be answerable for the conduct of same if appointed with due care. (h) The Trustee is empowered to take all actions necessary or advisable in order to collect any benefits or payments of which the Trustee is the designated beneficiary. (i) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that subject to Section 5(g), the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by the Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If the Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified which does not allege any negligence, fiduciary breach or other wrongdoing by the Grantor Trustee, the company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' attorney's fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist the Trustee in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or under applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section §301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to under the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, skill prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary PICO which is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by PICO. In the event of a dispute between the Grantor PICO and a party, the Trustee may apply apply, at the expense of the Trust, to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation or threatened litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, PICO agrees to indemnify Trustee against its Trustee’s costs, expenses and liability liabilities (including, including without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor PICO does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. Notwithstanding the preceding sentences, in no event shall PICO indemnify Trustee (nor shall any payments be made from the Trust on behalf of Trustee) if the Trustee is determined to have acted negligently in carrying out its duties with respect to the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee PICO generally) with respect to any of its duties or obligations hereunder with respect hereunder. (d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to the transactions contemplated by this Trust assist it in performing any of its duties or any act which the obligations hereunder. Trustee proposes to take or omitshall pay, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trust, the fees and expenses relating to hiring of such agents, accountants and other profession. Reasonable and customary expenses may be incurred by Trustee without approval. (De) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance balance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the an insurance policy other than the Trust, to assign the such policy (as distinct from conversion of the such policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (g) To invest funds in any type of interest-bearing account including, without limitation, time certificates of deposit or interest-bearing accounts issued by UNION BANK OF CALIFORNIA, N. A. To use other services or facilities provided by the UnionBanCal Corporation (UNBC), its subsidiaries or affiliates, including but not limited to Union Bank of California, N.A. (Bank), to the extent allowed by applicable law and regulation. Such services may include but are not limited to (1) the placing of orders for the purchase, exchange, investment or reinvestment of securities through any brokerage service conducted by, and (2) the purchase of units of any registered investment company managed or advised by Bank, UNBC, or their subsidiaries or affiliates and/or for which Bank, UNBC or their subsidiaries or affiliates act as custodian or provide other services for a fee, including, without limitation, the HighMark Group of mutual funds. The parties hereby acknowledge that the Bank may receive fees for such services in addition to the fees payable under this Agreement. Fee schedules for additional services shall be delivered to the appropriate party in advance of the provisions of such services. Independent fiduciary approval of compensation being paid to the Bank will be sought in advance to the extent required under applicable law and regulation. If Union Bank of California, N.A. does not have investment discretion, the services referred to above, as well as any additional services, shall be utilized only upon the appropriate direction of an authorized party. (h) To cause all or any part of the Trust to be held in the name of the Trustee (which is such instance need not disclose its fiduciary capacity), or, as permitted by law, in the name of any nominee, including the nominee name of any depository, and to acquire for the Trust any investment in bearer form; but the books and records of the Trust shall at all times show that all such investments are a part of the Trust and the Trustee shall hold evidences of title to all such investments as are available; (i) To serve as custodian with respect to the Trust assets, to hold assets or to hold eligible assets at the Depository Trust Company or other depository; (j) To permit such inspections of documents at the principal office of the Trustee as are required by law, subpoena or demand by United States or state agency during normal business hours of the Trustee; (k) To seek written instructions from PICO on any matter and await written instructions without incurring any liability. If at any time PICO should fail to give directions to the Trustee, the Trustee may act in the manner that in its discretion it deems advisable under the circumstances for carrying out the purposes of this Trust. Such actions shall be conclusive on PICO and the Participants on any matter if written notice of the proposed action is given to PICO five (5) days prior to the action being taken, and the Trustee receives no response; (l) To impose a reasonable charge to cover the cost of furnishing to Participants statements or documents; (m) To act upon proper written directions of PICO or any Participant, as applicable, including directions given by photostatic teletransmission using facsimile signature. If oral instructions are given, to act upon those in Trustee’s discretion prior to receipt of written instructions. Trustee’s recording or lack of recording of any such oral instructions taken in Trustee’s ordinary course of business shall constitute conclusive proof of Trustee’s receipt or non-receipt of the oral instructions; (n) To pay from the Trust the expenses reasonably incurred in the administration of the Trust; (o) To maintain insurance for such purposes, in such amounts and with such companies as PICO shall elect, including insurance to cover liability or losses occurring by reason of the acts or omissions of fiduciaries (but only if such insurance permits recourse by the insurer against he fiduciary in the case of a breach of a fiduciary obligation by such fiduciary); (p) As directed by PICO to cause the benefits provided under the Plan to be paid directly to the persons entitled thereto under the Plan, and in the amounts and at the times and in the manner specified by the Plan, and to charge such payments against the Trust and Accounts with respect to which such benefits are payable; (q) To exercise and perform any and all of the other powers and duties specified in this Trust Agreement or the Plans; and in addition to the powers listed herein, to do all other acts necessary or desirable for the proper administration of the Trust, as though the absolute owner thereof.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person corporate trustee, acting in a like capacity and familiar with such matters as are contemplated hereunder matters, would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, requestrequest or approval, or approval given contemplated by the Grantor or any Beneficiary contemplated by, and in conformity with, complying with the terms of the Plans or this Trust AgreementAgreement No. The Trustee may seek written evidence of such direction1, request given in writing by Cleveland-Cliffs or approval. In the event of by a dispute between the Grantor Trust Beneficiary applicable to his or her beneficial interest herein; and a partyprovided, further, that the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review seek additional deposits of principal from Cleveland-Cliffs for additional amounts accrued under the Agreement or recommend sale of assets purchased pursuant to such directionsthe Plan, including, without limitation, assets or investment property in which and the Trustee may have a conflict of interest. (B) The Trustee shall not be required responsible for the adequacy of this Trust. (b) The Trustee may vote any stock or other securities and exercise any right appurtenant to any stock, other securities or other property held hereunder, either in person or by general or limited proxy, power of attorney or other instrument. (c) The Trustee may hold securities in bearer form and may register securities and other property held in the trust fund in its own name or in the name of a nominee, combine certificates representing securities with certificates of the same issue held by the Trustee in other fiduciary capacities, and deposit, or arrange for deposit of property with any depository; provided that the books and records of the Trustee shall at all times show that all such securities are part of the trust fund under this Trust Agreement No. 1. (d) If the Trustee shall undertake or to defend any litigation arising in connection with this Trust Agreement unless No. 1, it shall be first indemnified by the Grantor Cleveland-Cliffs against its costs, expenses and liability liabilities (including, including without limitation, limitation attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Ce) The Trustee may consult with legal counsel counsel, independent accountants and actuaries (who may also be counsel counsel, independent accountants or actuaries for the Grantor or the Trustee generallyCleveland-Cliffs) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omithereunder, and shall be fully protected in acting or refraining refrain from acting in accordance with the advice of such counsel counsel, independent accountants and may pay related reasonable fees, expenses and compensation from the Trustactuaries. (Df) The Trustee may rely and shall be protected in acting or refraining from acting within the authority granted by the terms of this Trust Agreement No. 1 upon any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. (g) The Trustee may hire agents, accountants, actuaries, and financial consultants, who may be agents, accountants, actuaries, or financial consultants, as the case may be, for Cleveland-Cliffs, and shall not be answerable for the conduct of same if appointed with due care. (h) The Trustee is empowered to take all actions necessary or advisable in order to collect any benefits or payments of which the Trustee is the designated beneficiary. (i) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (A) The Section 9.1 Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary contemplated byCompany, and Company shall indemnify and hold harmless the Trustee, its officers, employees, and agents from and against all liabilities, losses, and claims (including reasonable out-of-pocket attorney’s fees and costs of defense) for actions taken or omitted by Trustee in conformity with, accordance with the terms of this Trust, unless such liabilities, losses or claims are caused by or the Plans result of Trustee’s or this Trust Agreement. The Trustee may seek written evidence of such directionits officers’, request employees’ or approvalagents’ negligence, willful misconduct or fraudulent acts. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The Section 9.2 If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by after notifying the Grantor Company, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, reasonable out-of-pocket attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such payments, unless such costs, expenses and liability and to indemnify liabilities are caused by or are the Trustee for such costsresult of Trustee’s or its officers’, expensesemployees’ or agents’ negligence, and liabilitywillful misconduct or fraudulent acts. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (C) The Section 9.3 Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect hereunder, and Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. To the transactions contemplated by extent such expenses arise in the context of a dispute between the Company and Trustee concerning the funding of the Trust, the enforcement of any provision of this Trust Agreement or any act which the Trustee proposes to take or omitproviding of the Payment Schedule described in Article III, Company shall be responsible for payment of these expenses, and shall be fully protected if the Company does not pay such expenses in acting or refraining from acting in accordance with the advice of such counsel and a reasonably timely manner, Trustee may pay related reasonable fees, expenses and compensation obtain payment from the Trust. (D) The Section 9.4 Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) . The Trustee shall not be responsible liable for maintaining individual distribution records the failure or omission of plan participants; any insurance company for any reason to pay any benefits or furnish any services under the amount and time of distribution policies or contracts. Company shall be directed by have the Grantor or sole responsibility to determine whether any insured under any insurance policy held in the Grantor's delegateTrust is deceased. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Section 9.5 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing deriving the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. Section 9.6 Any electronic communication, including facsimile and e-mail, received by Trustee from a person that Trustee has been advised by the Company is a duly authorized representative of Company shall be deemed to be in writing and signed on behalf of Company by a duly authorized representative of Company, and Trustee shall be as fully protected under the Trust Agreement and applicable law as if such electronic communication had been an originally signed writing. Section 9.7 The duties of the Trustee shall be limited to the assets held in the Trust, and the Trustee shall have no duties with respect to assets held by any other person including, without limitation, any other Trustee for the Plan or Contracts. The Company hereby agrees that the Trustee shall not serve as, and shall not be deemed to be, a co-trustee under any circumstances. The Company may request the Trustee to perform a recordkeeping service with respect to property held by others and not otherwise subject to the terms of this Trust Agreement. To the extent the Trustee shall agree to perform this service, its sole responsibility shall be to accurately reflect information on its books which it has received from an authorized party of the custodian of such property. Section 9.8 Trustee shall indemnify and hold harmless the Company, its officers, employees and agents from and against all liabilities, losses and claims (including reasonable out-of-pocket attorney’s fees and costs of defense) caused by or resulting from Trustee’s or its officers’, employees’ or agents’ negligence, willful misconduct or fraudulent acts. For purposes of this Agreement, negligence shall not include the Trustee’s failure to consider the prudence of any direction from the Company, the Oversight Committee, or any authorized representative of either.

Responsibility of Trustee. (A) The 7.1 Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given in writing by the Grantor or any Beneficiary contemplated by, and Bancshares in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approval. In the event of a dispute between the Grantor Bancshares and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The 7.2 If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Bancshares agrees to indemnify trustee against its trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor payments if Bancshares does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee trustee may obtain payment from the Trusttrust. (C) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trust. (D) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The 7.3 Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, professionals to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (I) 7.4 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Treasury Regulation Section 301.7701-2 2. 7.5 The duties of Trustee shall be governed solely by the terms of the Procedure and Administrative Regulations promulgated pursuant Trust without reference to the Codeterms of the Deferred Compensation Agreement. 7.6 Bancshares (which has authority to do so under the laws of its state of incorporation) shall indemnify Northern Trust Bank of Texas N.A., and defend it and hold it harmless from and against any and all liabilities, losses, claims, suits or expenses (including attorneys' fees) of whatsoever kind and nature which may be imposed upon, asserted against or incurred by Northern Trust Bank of Texas N.A. at any time by reason of its carrying out its responsibilities or providing services under this Trust Agreement, or its status as Trustee, or by reason of the breach by Bancshares of any representation or warranty made under this Trust Agreement, or by reason of any act or failure to act under the Trust Agreement, except to the extent that any such liability, loss, claim, suit or expense arises directly from Trustee's negligence or willful misconduct in the performance of responsibilities specifically allocated to it under the Trust Agreement. This paragraph shall survive the termination of this Trust Agreement. 7.7 Trustee shall not be liable for any delay in performance, or non-performance, or any obligation hereunder to the extent that such obligation is due to forces beyond Trustee's reasonable control, including but not limited to delays, errors or interruptions caused by third parties; any industrial, juridical, governmental, civil or military action; acts of terrorism, insurrection or revolution; nuclear fusion, fission or radiation; failure or fluctuation in electrical power, heat, light, air conditioning or telecommunications equipment; or acts of God.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor Company or any Beneficiary an investment manager duly appointed by Company which is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of and is given in writing by Company or such direction, request or approvalinvestment manager. In the event of a dispute between the Grantor Company and a third party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by in the Grantor name of or on behalf of the Trust, Company agrees to indemnify Trustee against its Trustee’s costs, expenses and liability liabilities (including, without limitation, reasonable attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costspayments, expenses and liability and except to indemnify the Trustee extent the litigation is the result of Trustee’s action or inaction for such costs, expenses, and liabilitywhich it is not entitled to indemnification pursuant to Section 9. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. In no event shall Trustee have any liability or responsibility to undertake, defend or continue any litigation in the name of or on behalf of the Trust unless payment of related fees and expenses is ensured to the reasonable satisfaction of Trustee. (Cc) The Trustee Trustee, at the expense of the Trust or Company, may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee, at the expense of the Trust or Company, may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The Trustee shall not be responsible for maintaining individual distribution records However, notwithstanding the provisions of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (FSection 8(e) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The above, Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with loan to Company the Trustee, to assist it in performing proceeds of any borrowing against an insurance policy held as an asset of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ig) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (h) Trustee shall have no responsibility or liability respect to: (i) the truth or accuracy of any representation or warranty made in any application or related document provided to the insurer in connection with the issuance or renewal of any insurance policies or insurance contracts, including any representation that the person on whose life an application is being made is eligible to have a contract issued on his or her life; (ii) the selection or monitoring (ongoing or periodic) of any insurance policies or insurance contracts held in the Trust or the insurers issuing such policies or contracts; (iii) the payment of premiums with respect to such policies or contracts; or (iv) the exercise of any rights relating to any such policies or contracts except as directed in writing by Company. (i) To the extent permitted by applicable law, upon the expiration of one hundred twenty (120) days from the date of Trustee’s annual, quarterly or any other account, the Trustee shall be forever released and discharged from all liability and further accountability to Company or any other person with respect to the accuracy of such accounting and all acts and failures to act of Trustee reflected in such account, except to the extent that Company shall, within such 120-day period, file with Trustee specific written objections to the account. Neither Company, any participant nor any other person shall be entitled to any additional or different accounting by Trustee and Trustee shall not be compelled to file in any court any additional or different accounting. For purposes of regulations promulgated by the FDIC, Trustee’s account statements shall be sufficient information concerning securities transactions effected for the Trust, provided that Company, upon written request, shall have the right to receive at no additional cost written confirmations of such securities transactions, which shall be mailed or otherwise furnished by Trustee within the timeframe required by applicable regulations. (j) Trustee shall have no duty or responsibility not expressly set forth in this Trust Agreement. By way of example, but without limiting the matters subject to the foregoing sentence, Trustee shall have no responsibility with respect to the administration or interpretation of the Plan, payment of Plan benefits other than from the assets of the Trust, (if agreed to pursuant to the fee schedule) the withholding, remitting, or reporting to taxing authorities of taxes other than from payments made with Trust assets to Plan participants and other than as directed by Company, or maintaining participant records with respect to the Plan.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no --------- liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, --------- however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Administration Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee’s costs, expenses and liability liabilities (including, without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Agreement or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The Company shall indemnify and hold harmless Trustee shall not be required to undertake for any damages, expenses, liabilities or to defend any litigation losses, incurred or sustained by or imposed on Trustee, arising in connection with this the Trust or the Agreement unless it be first indemnified by the Grantor against its costs, expenses and liability (including, without limitation, including reasonable attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costsfees), expenses and liability and to indemnify including any litigation that the Trustee for such costs, expenses, defends against or initiates in connection with the administration of Trustee's powers and liabilityduties under the Trust or the Agreement. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment by withdrawing funds from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (g) Notwithstanding any provisions of this Trust Agreement or the Agreement to the contrary, Trustee may in good faith fully rely on any representations or directions given to Trustee by Company (or its officers and employees designated to Trustee for this purpose) under this Trust Agreement or the Agreement. (h) Notwithstanding any provisions of this Trust Agreement or the Agreement to the contrary, Trustee shall not be liable for any action taken or omitted as Trustee of this Trust unless such action or omission constitutes bad faith, gross negligence or willful disregard for the provisions of this Trust Agreement. (i) The Trustee shall be responsible and liable for the assets in the Trust including assets accepted as contributions to the Trust from the Company. The Trustee shall be under no obligation and shall not have the duty to collect or recover any funds or assets that have not yet been contributed to the Trust until those funds and assets have both been contributed by the Company and accepted by the Trustee.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by the Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If the Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The However, notwithstanding the provisions of Section 8(e) above, the Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as may loan to the tax consequences Company the proceeds of the Trust any borrowing against an insurance policy held as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or an asset of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ig) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person and shall be indemnified and held harmless for any action taken taken, pursuant to a direction, request, request or approval given by the Grantor MLP in writing by the MLP, other than pursuant to the Trustee's negligence or any Beneficiary contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvalmisconduct. In the event of a dispute between the Grantor MLP and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If the Trustee shall not be required wishes to undertake or to defend any litigation arising in connection with this Trust Agreement unless it Trust, provided that the Trustee first obtains the written consent of the MLP to enter into such undertaking or defense (which consent shall not be first indemnified by withheld unreasonably), the Grantor MLP agrees to indemnify the Trustee on a current basis against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to not be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor MLP does not pay such costs, expenses and liabilities in a reasonably timely mannerwithin sixty (60) days of presentation, the Trustee may obtain payment from the Trust. The Trustee shall be under no obligation to take or defend any legal action of whatever nature unless it is first indemnified against expenses by the MLP or there shall not be sufficient property in the Trust to indemnify the Trustee with respect to the expenses or losses to which it may not be subjected. (Cc) The Trustee may consult with legal counsel (who may also not be counsel for the Grantor or the Trustee MLP generally) with respect to any of its duties or obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants, counsel, or other professionals to assist it in performing any of its duties or obligations hereunder with respect and to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, their expenses and compensation from the Trust, provided, however, that the Trustee may not hire counsel without the written consent thereto by the MLP (which consent shall not be withheld unreasonably). (De) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteethe Trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (g) The Trustee shall not be liable for making or withholding any payments as may be required by a order of a court of competent jurisdiction.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an any enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to and in accordance with a direction, request, request or approval given by the Grantor Company or any Beneficiary an investment manager which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of and is given in writing by Company or such direction, request or approvalinvestment manager. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by (other than any litigation where Company is the Grantor adverse party to Trustee in the litigation), Company agrees to indemnify Trustee against its Trustee's reasonable costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. In no event shall Trustee have any liability or responsibility to undertake, defend or continue any litigation unless payment of related fees and expenses is ensured to the reasonable satisfaction of Trustee. (Cc) The Trustee, at the expense of the Trust or the Company provided Trustee gives Company prior written notice, may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee, at the expense of the Trust or the Company provided Trustee gives Company prior written notice, may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The Trustee shall not be responsible for maintaining individual distribution records However, notwithstanding the provisions of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (FSection 8(e) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The above, Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with loan to Company the Trustee, to assist it in performing proceeds of any borrowing against an insurance policy held as an asset of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ig) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (h) Trustee shall have no responsibility or liability with respect to: (i) the truth or accuracy of any representation or warranty made in any application or related document provided to the insurer in connection with the issuance or renewal of any insurance policies or insurance contracts, including any representation that the person on whose life an application is being made is eligible to have a contract issued on his or her life; (ii) the selection or monitoring (ongoing or periodic) of any insurance policies or insurance contracts held in the Trust or the insurers issuing such policies or contracts; (iii) the payment of premiums with respect to such policies or contracts; or (iv) the exercise of any rights relating to any such policies or contracts except as directed in writing by Company. (i) Upon the expiration of 120 days from the date of Trustee’s annual, quarterly or any other account, the Trustee shall be forever released and discharged from all liability and further accountability to Company or any other person with respect to the accuracy of such accounting and all acts and failures to act of Trustee reflected in such account, except to the extent that Company shall, within such 120-day period, file with Trustee specific written objections to the account. None of Company, any participant or any other person shall be entitled to any additional or different accounting by Trustee and except to the extent required otherwise by applicable law, Trustee shall not be compelled to file in any court any additional or different accounting. For purposes of regulations promulgated by the FDIC or other functional regulator, Trustee’s account statements shall be sufficient information concerning securities transactions effected for the Trust, provided that Company, upon written request, shall have the right to receive at no additional cost written confirmations of such securities transactions, which shall be mailed or otherwise furnished by the Trustee within the timeframe required by applicable regulations. (j) Trustee shall have no duty or responsibility not expressly set forth in this Trust Agreement. By way of example, but without limiting the matters subject to the foregoing sentence, Trustee shall have no responsibility with respect to the administration or interpretation of the Plan, payment of Plan benefits other than from the assets of the Trust, the calculation of tax to be withheld, reported and/or paid to taxing authorities and (if applicable pursuant to the fee schedule) withholding, remitting, or reporting to taxing authorities of taxes other than from payments made with Trust assets to Plan participants and other than as directed by Company, or maintaining participant records with respect to the Plan.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, reasonable attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generallyCompany) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ie) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or by applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, therefrom within the meaning of Section Treas. Reg. (S) 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code2.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a TWI/UST Trust Agreement direction, request, request or approval given by any officer of the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Contracts or this the Trust Agreement. The Trustee may seek written evidence (as these are in effect immediately prior to a Change of such direction, request or approvalControl) and is given in writing by any officer of the Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If the Trustee shall not be required to undertake undertakes or to defend defends any administrative, adversarial or other litigation or proceeding arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, the Company shall indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, including without limitation, attorneys' attorney's fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the TrustTrust without notice to any party. (Cc) The Trustee may consult with legal counsel (who may also also, but need not, be counsel for the Grantor or the Trustee generallyCompany) generally with respect to any of its duties or obligations hereunder with respect at the Company's expense which, should it remain unpaid, may be paid from the Trust without notice to the transactions contemplated by this Trust or any act which the party. The Trustee proposes shall incur no liability to take or omit, and shall be fully protected in any person for acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trustcounsel. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder at the Company's expense which, should it remain unpaid, may be paid from the Trust without notice to any party. The Trustee shall incur no liability to any person for acting or refraining from acting in accordance with the advice of such agents, accountants, actuaries, investment advisors, financial consultants or other professionals. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (Ef) The Company shall indemnify and hold the Trustee shall not harmless from and against all loss or liability (including expenses and reasonable attorneys' fees), to which it may be responsible for maintaining individual distribution records subject by reason of plan participants; its execution of its duties under the amount Trust, or by reason of any acts taken in good faith in accordance with any directions, or acts omitted in good faith due to absence of directions, from the Company, an Executive or Beneficiary or an investment advisor (other than an investment advisor appointed by, or an affiliate of, the Trustee) unless, and time of distribution shall be directed by only to the Grantor extent, such loss or liability is due to the GrantorTrustee's delegatenegligence or misconduct. (Fg) The In the event that the Trustee has no obligation to apply for is named as a defendant in a lawsuit or obtain a ruling from proceeding involving the Internal Revenue Service as to the tax consequences of Contracts or the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable lawFund, the Trustee shall not have any power that could give the Trust the objective of carrying be entitled to receive payments on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated TWI/UST Trust Agreement current basis pursuant to the Codeindemnity provisions provided for in this section, provided however, that if the final judgment entered in the lawsuit or proceeding holds that Trustee is guilty of negligence or misconduct with respect to the Trust Fund, the Trustee shall be required to refund the indemnity payments that it has received. (h) All releases and indemnities provided in this Trust Agreement shall survive the termination of this Trust Agreement.

Responsibility of Trustee. (A) 8.01 The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company that is contemplated by, and in conformity with, with the terms of any written agreement between the Plans Company and a Management Employee or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by the Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, . 8.02 If the Trustee shall be held harmless by the Grantor undertakes or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The Trustee shall not be required to undertake or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust , to the extent that the Trust maintains any cash assets as a result of dividends or other earnings paid on the common stock in Trust. (C) 8.03 The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its his duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (D) 8.04 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist him in performing any of the duties or obligations hereunder. 8.05 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) 8.06 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or pursuant to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (A) 8.1 The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor Company or any Beneficiary an investment manager which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of and is given in writing by the Company or such direction, request or approvalinvestment manager. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, . 8.2 If the Trustee shall be held harmless by the Grantor undertakes or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The Trustee shall not be required to undertake or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (C) 8.3 The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect hereunder. 8.4 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to the transactions contemplated by this Trust assist it in performing any of its duties or any act which the Trustee proposes to take or omitobligations hereunder, and shall be fully protected in acting or refraining from acting in accordance with may reasonably compensate them out of the advice of such counsel and may pay related reasonable fees, expenses and compensation from the TrustTrust assets. (D) 8.5 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) 8.6 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701section 301.7700-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by Company, or such party as it shall designate under the Grantor or any Beneficiary Plan, which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by the Company. In the event of a dispute between the Grantor Company, or such party as it shall designate under the Plan, and a partyparticipant, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee All reasonable expenses incurred in connection with such a resolution shall be held harmless by the Grantor or any Beneficiary (or any representative of eitherpaid in accordance with Section 8(b) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interestbelow. (Bb) The If the Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated hereunder. All reasonable expenses incurred by this Trust or any act which the Trustee proposes to take or omit, and reason of such consultation shall be fully protected in acting or refraining from acting in accordance with paid by the advice of such counsel and may pay related reasonable fees, expenses and compensation from the TrustCompany. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. All reasonable expenses incurred by reason of such consultation shall be paid by the Company. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ie) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities act solely in the best interests of Trust beneficiaries and rights hereunder shall act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Grantor or any Beneficiary contemplated by, and . Except as otherwise provided in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approval. In in the event of a dispute between involving the Grantor and a partyTrust, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, RJRN agrees to indemnify Trustee against its costs, Trustee's costs and expenses and liability (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor RJRN does not pay such costs, costs and expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor RJRN, RJR or the Trustee generallyTrustee) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire custodians, agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder and may reasonably rely on any determinations made by such agents and information provided to it by RJRN, RJR or their subsidiaries. (e) Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or under applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (g) RJRN shall indemnify Trustee from and against any and all claims, demands, losses, damages, expenses (including, by way of illustration and not limitation, reasonable attorneys' fees and other legal and litigation costs), judgments and liabilities arising from, out of, or in connection with the administration of the Trust, except when determined to be due to Trustee's negligence or willful misconduct.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Bank which is contemplated by, and in conformity with, the terms of the Benefit Plans or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Bank. In the event of a dispute between the Grantor Bank and a party, the Trustee may apply at the expense of the Trust to a court of competent jurisdiction located in the State of Indiana to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless Trust, except where it be first indemnified is finally determined by a court of competent jurisdiction that the Grantor Trustee breached its duties under this Agreement, Bank agrees to indemnify Trustee against its Trustee’s costs, expenses and liability liabilities (including, without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Bank does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Bank generally) with respect to any of its duties or obligations hereunder with respect and charge their fees to the transactions contemplated Trust if they are not paid in a timely manner by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the TrustBank. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is acquired or held at the direction of Bank as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person (including Bank) the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefromthere from, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (g) Trustee shall be entitled to conclusively rely upon any written notice, direction, instruction, certificate or other communication believed by it to be genuine and to be signed by the proper person or persons. (h) Nothing contained in this Trust Agreement shall require Trustee to risk or expend its own funds in the performance of its duties hereunder. In the acceptance and performance of its duties hereunder, Trustee acts solely as trustee of the Trust and not in its individual capacity, and all persons, other than Bank, having any claim against Trustee related to this Trust Agreement or the actions or agreements of Trustee contemplated hereby shall look solely to the Trust for the payment or satisfaction thereof, except to the extent that Trustee has engaged in willful misconduct or gross negligence, or Trustee has willfully breached its obligation under this Trust Agreement. (i) Trustee shall not be responsible for determining whether a Change in Control (as hereinafter defined) has occurred. Bank will notify Trustee of the occurrence of a Change in Control, and Trustee shall be entitled to rely conclusively upon such notification for all purposes of a Change in Control hereunder without any liability or further duty with respect thereto. (j) Any amendment or amendments that are or may be made to the Benefit Plan(s) shall not increase the Trustee’s duties hereunder without the express written consent of the Trustee.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Severance Agreement or this Trust AgreementAgreement and is given in writing by the Company or in such other manner prescribed by the Trustee. The Trustee may seek written evidence shall also incur no liability to any person for any failure to act in the absence of such direction, request or approvalapproval from the Company which is contemplated by, and in conformity with, the terms of this Trust Agreement. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor against its costs, expenses and liability (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cb) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dc) The Trustee may hire agents, accountants, actuaries, investment advisers, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder to the extent reasonably deemed necessary by the Trustee. (d) The Trustee shall have, without exclusion, all powers conferred on trustees the Trustee by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (Ee) The However, notwithstanding the provisions of Section 9(d) above, the Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as may loan to the tax consequences Company the proceeds of the Trust any borrowing against an insurance policy held as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or an asset of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan (as certified to Trustee by the Company) or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. FurthermoreCompany agrees to hold Trustee harmless and indemnify Trustee (for the purposes of this paragraph, “Trustee” includes the Trustee shall be held harmless by the Grantor or and any Beneficiary officers, directors, employees, agents and affiliates of Trustee) against Trustee’s costs, expenses and liabilities (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, including without limitation, assets reasonable attorney’s fees and expenses) arising out of or investment property relating to any action or inaction taken by Trustee in which the Trustee may have a conflict of interestreliance upon direction, request or approval given by Company or Investment Manager or otherwise taken in accordance with this Trust Agreement. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, Company agrees to indemnify Trustee (for the Grantor purposes of this paragraph, “Trustee” includes the Trustee and any officers, directors, employees, agents and affiliates of Trustee) against its Trustee’s costs, expenses and liability liabilities (including, without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and such legal fees and expenses shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation paid from the Trust. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder and fees and expenses for such service providers shall be paid from the Trust. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 section 301.7701­2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. (g) Notwithstanding anything in this Agreement to the contrary, Trustee shall not be responsible or liable for any losses to the Trust resulting from any event beyond the reasonable control of Trustee, its agents, or subcustodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto, or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts or war, terrorism, insurrection or revolution; or acts of God; or any other similar or third-party event. (h) This Section shall survive the termination of this Trust

Responsibility of Trustee. (A) 11.1 The Trustee shall exercise at all times act in accordance with, and its powersobligations hereunder shall be at all times subject to, duties, responsibilities all applicable laws and rights hereunder regulations as from time to time in effect. The Trustee shall act with the care, skill, prudence prudence, and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, or approval given by the Grantor or any Beneficiary that is contemplated by, and in conformity with, the terms of the Plans or this Trust Agreementand is given in writing by Key prior to the occurrence of any Change of Control. The If the Trustee may seek written evidence determines that Key is Insolvent, the Trustee shall not be liable to any person on account of such directionthe Trustee's discontinuation of payment from the Trust to Participants for so long as the Trustee deems Key to be Insolvent. Except as otherwise provided in Section 4.5 above with respect to binding arbitration of disputes between a Participant and Key, request or approval. In in the event of a dispute between the Grantor Key and a any other party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, . 11.2 If the Trustee shall be held harmless by the Grantor undertakes or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The Trustee shall not be required to undertake or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Key agrees to indemnify the Trustee against its the Trustee's costs, expenses expenses, and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for payments. If such costs, expenses, and liability. If the Grantor does liabilities are not pay such costs, expenses and liabilities paid by Key in a reasonably timely manner, the Trustee may obtain payment from the Trust. Key shall reimburse the Trust within 30 days after receipt of a ▇▇▇▇ from the Trustee for any such costs, expenses, and liabilities paid out of the Trust. (C) 11.3 The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generally) with respect to any of its duties or obligations hereunder with respect hereunder. 11.4 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants, or other professionals and may rely on the advice given by such professionals, to assist it in performing any of its duties or obligations hereunder, including, without limitation, to assist it in enforcing against Key any of the transactions contemplated by obligations of Key under this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the TrustAgreement. (D) 11.5 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) 11.6 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person corporate trustee, acting in a like capacity and familiar with such matters as are contemplated hereunder matters, would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, requestrequest or approval, or approval given contemplated by the Grantor or any Beneficiary contemplated by, and in conformity with, complying with the terms of the Plans or this Trust AgreementAgreement No. The Trustee may seek written evidence of such direction7, request given in writing by any Participating Employer, by the Compensation Committee or approval. In the event of by a dispute between the Grantor Participant or Beneficiary applicable to his or her beneficial interest herein; and a partyprovided, further, that the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale seek additional deposits of assets purchased pursuant to such directionsprincipal from any Participating Employer for additional amounts accrued under the Plan, including, without limitation, assets or investment property in which and the Trustee may have a conflict of interest. (B) The Trustee shall not be required responsible for the adequacy of this Trust. (b) The Trustee may vote any stock or other securities and exercise any right appurtenant to any stock, other securities or other property held hereunder, either in person or by general or limited proxy, power of attorney or other instrument. (c) The Trustee may hold securities in bearer form and may register securities and other property held in the trust fund in its own name or in the name of a nominee, combine certificates representing securities with certificates of the same issue held by the Trustee in other fiduciary capacities, and deposit, or arrange for deposit of property with any (d) If the Trustee shall undertake or to defend any litigation arising in connection with this Trust Agreement unless No. 7, it shall be first indemnified jointly and severally by the Grantor Cleveland-Cliffs and each Participating Subsidiary against its costs, expenses and liability liabilities (including, including without limitation, limitation attorneys' fees and expenses) relating related thereto. The Grantor hereby agrees to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liability. If the Grantor does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (C) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trust. (D) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity withconformity, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by the Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, reasonable attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who who, to the extent permitted by law, may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder and may rely on any determinations made by such agents and information provided by the Company. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the Trust this Trustee the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations Regulation promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (A) 8.01 The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company that is contemplated by, and in conformity with, with the terms of any written agreement between the Plans Company and a Qualified Participant or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by the Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, . 8.02 If the Trustee shall be held harmless by the Grantor undertakes or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (B) The Trustee shall not be required to undertake or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust , to the extent that the Trust maintains any cash assets as a result of dividends or other earnings paid on the common stock in Trust. (C) 8.03 The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its his duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (D) 8.04 The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist him in performing any of the duties or obligations hereunder. 8.05 The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (I) 8.06 Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or pursuant to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan(s) or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, reasonable attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given in writing by the Grantor Company, unless Trustee knows or any Beneficiary contemplated by, and in conformity with, the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence of should know that such direction, request or approvalapproval is either not contemplated by PHBF1\411332\2 090207 or not in conformity with the terms of this Trust. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee’s costs, expenses and liability liabilities (including, without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. (g) Company (which has the authority to do so under the laws of its state of incorporation) shall indemnify Northern Trust, NA, and defend it and hold it harmless from and against any and all liabilities, losses, claims, suits or expenses (including attorneys’ fees) incurred by Northern Trust, NA pursuant to a legal action against it or Company with respect to (1) its carrying out its responsibilities or providing services under this Trust Agreement, or its status as Trustee, or by reason of any act or failure to act under this Trust Agreement (provided, in each case, that Trustee acted at all times in a manner consistent with the standard set forth in paragraph (a) of this Section), except to the extent that any such liability, loss, claim, suit or expense arises directly from Trustee’s negligence or willful misconduct in the performance of responsibilities specifically allocated to it under the Trust Agreement, or (2) a determination by the Internal Revenue Service or by the U.S. Department of Labor, as applicable, that the Agreement fails to qualify as a top-hat plan exempt from Parts 2, 3, and 4 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended. This paragraph (g) shall survive the termination of this Trust Agreement. (h) Trustee shall not be liable for any delay in performance, or non-performance, of any obligation hereunder to the extent that the same is due to forces beyond PHBF1\411332\2 090207 Trustee’s reasonable control, including but not limited to any industrial, juridical, governmental, civil or military action; acts of terrorism, insurrection or revolution; nuclear fusion, fission or radiation; failure or fluctuation in electrical power, heat, light, air conditioning or telecommunications equipment; or acts of God.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, Company agrees to indemnify Trustee against its Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) Trustee shall have, without exclusion, all powers conferred on trustees Trustee by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee. (f) However, or to notwithstanding the provisions of Section 8(e) above, Trustee may loan to any person Company the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records an insurance policy held as an asset of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (Ig) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The duties and responsibilities of the Trustee shall be limited to those expressly set forth in this Trust, and no implied covenants or obligations shall be read into this Trust against Trustee. (b) If all or any part of the Trust assets are at any time attached, garnished, or levied upon by any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by a court affecting such property or any part thereof, then and in any of such events the Trustee is authorized, in its sole discretion, to rely upon and comply with any such order, judgment or decree, (c) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person man acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, or approval given by the Grantor any Participating Employer, or any Beneficiary Executive, contemplated by, by and in conformity with, complying with the terms of the Plans or this Trust Agreement. The Trustee may seek written evidence shall discharge its responsibility for the investment, management and control of such directionthe Trust assets solely in the interests of the Executives and for the exclusive purpose of assuring that, request or approval. In to the event extent of a dispute between available Trust assets and in accordance with the Grantor and a partyterms of this Trust Agreement, all payments of Benefits are made when due to the Executives. (d) The Trustee may apply consult with legal counsel (who may be counsel for any Participating Employer) to a court of competent jurisdiction to resolve the dispute. Furthermorebe selected by it, and the Trustee shall not be held harmless liable for any action taken or suffered by it in accordance with the Grantor or any Beneficiary (or any representative advice of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interestcounsel. (Be) The Trustee shall be reimbursed jointly and severally by Ameritrust and each Participant Subsidiary for its reasonable expenses incurred in connection with the performance of its duties hereunder (including, but not limited to the fees and expenses of counsel incurred pursuant to Section 8(d) or 8(f) hereof) and shall be paid reasonable fees for the (f) Ameritrust and each Participating Subsidiary agrees jointly and severally to indemnify and hold harmless the Trustee from and against any and all damages, losses, claims or expenses as incurred (including expenses of investigation and fees and disbursements of counsel to the Trustee and any taxes imposed on the Trust assets or income of the Trust) arising out of or in connection with the performance by the Trustee of its duties hereunder, other than such damages, losses, claims or expenses arising out of the Trustee's gross negligence or willful misconduct. The Trustee shall not be required to undertake or to defend any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Ameritrust or a Participating Subsidiary against its prospective costs, expenses and liability liabilities (including, including without limitation, limitation attorneys' fees and expenses) relating thereto. The Grantor , and Ameritrust and each Participating Subsidiary hereby agrees jointly and severally to indemnify the Trustee and be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilityliabilities. If Any amount payable to the Grantor does not pay Trustee under Section 8(e) hereof or this Section 8(f) shall be paid by Ameritrust or a Participating Subsidiary promptly upon demand therefor by the Trustee or, in the event that Ameritrust or a Participating Subsidiary fails to make such costspayment, expenses and liabilities in a reasonably timely mannerfrom the Trust assets, pro rata with respect to account balances. In the event that payment is made hereunder to the Trustee from the Trust assets, the Trustee may obtain payment from the Trust.shall promptly notify Ameritrust in (Cg) The Trustee may consult with legal counsel (who may also be counsel for the Grantor vote any stock or the Trustee generally) with respect other securities and exercise any right appurtenant to any stock, other securities or other property held hereunder, either in person or by general or limited proxy, power of its duties attorney or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trustother instrument. (Dh) The Trustee shall havemay hold securities in bearer form and may register securities and other property held in the trust fund in its own name or in the name of a nominee, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset combine certificates representing securities with certificates of the Trustsame issue held by the Trustee in other fiduciary capacities, and deposit, or arrange for deposit of property with any depository; provided that the books and records of the Trustee shall have no power to name anyone a beneficiary at all times show that all such securities are part of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policytrust fund. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (Hi) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisorsand financial consultants, brokerswho may be agent, accountant, actuary, or financial consultants consultant, as the case may be, for Ameritrust or other professionals, even if they are associated or affiliated with the Trustee, respect to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the TrustPlan. (Ii) Notwithstanding The Trustee is empowered to take all actions necessary or advisable in order to collect any powers granted to life insurance, annuity, or other benefits or payments of which the Trustee pursuant to this is the designated beneficiary. The Trustee shall maintain in force all life insurance policies held in the Trust Agreement (A) by requesting that the Participating Employers pay directly all premiums and other charges due thereon in a timely manner, and (B) by paying all such premiums and charges that are not so paid by the Participating Employers. To the extent the Trustee has cash or applicable lawits equivalent readily available for such purpose or policy loans and/or dividends are available, the Trustee shall pay premiums due with such cash or its equivalent or policy loans and/or dividends, as the Trustee may deem best. If the Trustee does not have any power that could give sufficient cash or its equivalent readily available and policy loans and dividends are not available, then the Trustee (C) shall first liquidate other assets held by it in the Trust to generate the objective necessary cash for the payment of carrying on such premiums and charges and for the payment of Benefits, and then (D) shall surrender and liquidate policies in an Executive's account as necessary to pay Benefits to the Trust Beneficiaries with respect to such account. (ii) The Trustee shall be named sole owner and beneficiary of each life insurance policy held in the Trust and shall have full authority and power to exercise all rights of ownership relating to the policy, (x) except that the Trustee shall have no power, other than in accordance with Sections 1(b), 4, and 11 hereof, to name a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 beneficiary of the Procedure and Administrative Regulations promulgated pursuant to the Code.policy

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person man acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like lice character and with like aims; provided, however, that the Trustee shall incur no liability to anyone for any action taken pursuant to a direction, request, request or approval given by the Grantor UBS, United Bank (WV) or United Bank (Va.), or any Beneficiary combination thereof, which is contemplated by, by and in conformity with, with the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such directionAgreement and is given in writing by UBS, request United Bank (WV) or approvalUnited Bank (Va.), or any combination thereof. In the event of a dispute between the Grantor UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, and a another party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee and to that extent shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf relieved of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interestprudent man rule for investments. (Bb) The If Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by the Grantor Trust, UBS, United Bank (WV) and United Bank (Va.) agree to indemnify Trustee against its Trustee’s costs, expenses and liability liabilities (including, without limitation, attorneys' ’ fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor UBS, United Bank (WV) or United Bank (Va.), or any combination thereof, does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may my obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor UBS, United Bank (WV) or the Trustee generallyUnited Bank (Va.), or any combination thereof,) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants, or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, law unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee Trustees pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, therefrom within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approvaland is given in writing by the Company. In the event of a dispute between the Grantor Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interest. (Bb) The If the Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's reasonable costs, expenses and liability liabilities (including, without limitation, reasonable attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Responsibility of Trustee. (Aa) The Trustee shall exercise its powers, duties, responsibilities and rights hereunder act with the care, skill, prudence and diligence, diligence under the circumstances then prevailing, prevailing that a prudent person acting in a like capacity and familiar with such matters as are contemplated hereunder would use in the conduct of an enterprise of a like character and with like aims; , provided, however, that the Trustee shall incur no liability to anyone any person for any action taken pursuant to a direction, request, request or approval given by the Grantor or any Beneficiary Company which is contemplated by, and in conformity with, the terms of the Plans Plan or this Trust Agreement. The Trustee may seek written evidence of such direction, request or approval. In the event of a dispute between the Grantor and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute. Furthermore, the Trustee shall be held harmless is given in writing by the Grantor or any Beneficiary (or any representative of either) in following investment directions reasonably believed to be made by or on behalf of the Grantor, and shall have no duty to review or recommend sale of assets purchased pursuant to such directions, including, without limitation, assets or investment property in which the Trustee may have a conflict of interestCompany. (Bb) The If the Trustee shall not be required to undertake undertakes or to defend defends any litigation arising in connection with this Trust Agreement unless it be first indemnified by Trust, the Grantor Company agrees to indemnify the Trustee against its the Trustee's costs, expenses and liability liabilities (including, without limitation, attorneys' fees and expenses) relating thereto. The Grantor hereby agrees thereto and to be primarily liable for such costs, expenses and liability and to indemnify the Trustee for such costs, expenses, and liabilitypayments. If the Grantor Company does not pay such costs, expenses and liabilities in a reasonably timely manner, the Trustee may obtain payment from the Trust. (Cc) The Trustee may consult with legal counsel (who may also be counsel for the Grantor or the Trustee Company generally) with respect to any of its duties or obligations hereunder with respect to the transactions contemplated by this Trust or any act which the Trustee proposes to take or omit, and shall be fully protected in acting or refraining from acting in accordance with the advice of such counsel and may pay related reasonable fees, expenses and compensation from the Trusthereunder. (Dd) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on trustees Trustees by applicable law, unless expressly provided otherwise herein; , provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name anyone a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trusteeTrustee, or to loan to any person the proceeds of any borrowing against such policy. (E) The Trustee shall not be responsible for maintaining individual distribution records of plan participants; the amount and time of distribution shall be directed by the Grantor or the Grantor's delegate. (F) The Trustee has no obligation to apply for or obtain a ruling from the Internal Revenue Service as to the tax consequences of the Trust as to either the Grantor or the Beneficiaries. (G) The Trustee is not responsible for giving notices or making filings required by applicable statutes or regulations regarding any deferred compensation or other plan for which the Trust has been established or of which it is a part. (H) The Trustee may hire agents, custodians, depositories, auditors, accountants, actuaries, investment advisors, brokers, financial consultants or other professionals, even if they are associated or affiliated with the Trustee, to assist it in performing any of its duties or obligations hereunder and may pay related reasonable fees, expenses and compensation from the Trust. (If) Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.