Unassociated Document


     

    


    CHEMTURA
      CORPORATION MASTER TRUST AGREEMENT

    Between

    THE
      CHEMTURA CORPORATION 

    and

    THE
      NORTHERN TRUST COMPANY

    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    CHEMTURA
      CORPORATION MASTER TRUST AGREEMENT

     

     

    This
      Agreement made as of January 2, 2007, by and between the CHEMTURA CORPORATION,
      a
      corporation organized and existing under the laws of Delaware (the "Company")
      and THE NORTHERN TRUST COMPANY, a trust company organized under the laws of
      the
      State of Illinois (hereinafter referred to as the "Trustee").

     

    WITNESSETH:

     

    WHEREAS,
      the Company maintains certain tax-qualified employee benefit plans (hereinafter
      referred to as the "Plans") for the exclusive benefit of certain of its
      employees;

     

    WHEREAS,
      the Company, by trust agreement dated 2005 with State Street Bank and Trust
      Company (the “Prior Agreement”), maintains a single trust which serves as the
      funding vehicle for the Plans which shall be this Trust;

     

    WHEREAS,
      the Company desires to amend and restate the Prior Agreement in the form of
      this
      Agreement and to appoint the Trustee as the successor trustee to State Street
      Bank and Trust Company pursuant to this amended and restated agreement of
      trust;

     

    WHEREAS,
      certain affiliates and wholly owned subsidiaries of the Company may maintain
      separate tax-qualified employee benefit plans for certain of their employees
      and
      may adopt the Trust and Trust Agreement to serve as the funding vehicle for
      such
      Plans;

     

    WHEREAS,
      the authority to conduct the general operation and administration of the Plans
      is vested in the Employee Benefits Committee as constituted from time to time
      which has the responsibility for administering each Plan and shall be deemed
      for
      purposes of ERISA to be the Plan administrator and the named fiduciary for
      Plan
      administration and the Employee Benefits Committee shall have the authorities
      and shall be subject to the duties with respect to the trust specified in the
      Plans and in this Trust Agreement; and

     

    WHEREAS,
      the Company and the Trustee desire to amend and restate the said Prior Trust
      Agreement in its entirety.

     

    
      
        
        

      

      
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    NOW,
      THEREFORE, the Company and the Trustee do hereby amend and restate the said
      Prior Trust Agreement and continue the Trust as the funding vehicle for the
      Plans, upon the terms and conditions hereinafter set forth:

     

    1.  TRUST
      FUND

     

    1.1
      Trust
      Name.
      This
      Trust shall be known as Chemtura Corporation Master Trust, being the trust
      maintained pursuant to the provisions of this Trust Agreement.

     

    1.2 Receipt
      of Assets.
      The
      Trustee shall receive and accept for the purposes hereof all sums of money
      and
      other property paid to it by or at the direction of the Company or any Employer,
      and pursuant to the terms of this Trust Agreement shall hold, invest, reinvest,
      manage, administer and distribute such monies and other property and the
      increments, proceeds, earnings and income thereof for the exclusive benefit
      of
      participants in the Plans and their beneficiaries. The Trustee need not inquire
      into the source of any money or property transferred to it nor into the
      authority or right of the transferor of such money or property to transfer
      such
      money or property to the Trustee. All assets held by the Trustee in the trust
      pursuant to the provisions of this Trust Agreement at the time of reference
      are
      referred to herein as the "Trust Fund". 

     

    1.3 Employers.
      For
      purposes of this Trust Agreement, the term "Employer" means any corporation
      which is a member of a controlled group of corporations of which the Company
      is
      a member as determined under Section 1563(a) of the Internal Revenue Code of
      1986, as amended without regard to Section 1563(a)4) and Section 1563(e)(3)(C)
      of such Code, and which corporation has adopted this Trust Agreement in
      accordance with the provisions of Section 16.1.

     

    1.4
      Plans.
      References in this Trust Agreement to the "Plan" or the "Plans" shall, unless
      the context indicates to the contrary, mean the tax-qualified employee benefit
      plan or plans of the Company or the tax-qualified employee benefit plan or
      plans
      of any Employer that has adopted the Trust Fund as the funding vehicle for
      such
      plan or plans as the case may be.

     

    The
      Company shall be responsible for verifying that while any assets of a particular
      Plan are held in the Trust Fund, that such Plan (i) is "qualified" within the
      meaning of Section 401(a) of the Code; (ii) is permitted by existing or future
      rulings of the United States Treasury Department to pool its funds in a group
      trust; (iii) permits its assets to be commingled for investment purposes with
      the assets of other such Plans by investing such assets in this Trust Fund
      whether or not its assets will in fact be held in a separate Investment Fund;
      and (iv) that the terms of the Plans are consistent with the terms of this
      Trust
      Agreement. 

     

    
      
        
        

      

      
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    1.5
      Accounting
      for a Plan's Undivided Interest in the Trust Fund.
      The
      Trustee shall hold the Trust Fund as a commingled fund or commingled funds
      in
      which each separate Plan shall be deemed to have a proportionate undivided
      interest in the fund or funds in which it participates, except that each fund
      or
      asset identified by the Employee Benefits Committee as allocable to a particular
      Plan Account, herein referred to as an "identified fund" or "identified asset",
      and income, appreciation or depreciation and expenses attributable to the
      interest of each particular Plan in the Trust Fund (a “Plan Account”) or to an
      identified asset thereof, shall be allocated or charged to that Plan Account.
      All transfers to, withdrawals from, and other transactions regarding the Trust
      Fund shall be conducted in such a way that the Plan Account each Plan and the
      fair market value of that interest may be determined at any time. Whenever
      the
      assets of more than one Plan are commingled in the Trust Fund or in any
      Investment Fund, the undivided interest therein of that Plan shall be debited
      or
      credited (as the case may be) (i) for the entire amount of every contribution
      received on behalf of that Plan, every benefit payment, or other expense
      attributable solely to that Plan, and every other transaction relating only
      to
      that Plan; and (ii) for its proportionate share of every item of collected
      or
      accrued income, gain or loss, and general expense; and other transactions
      attributable to the Trust Fund or that Investment Fund as a whole. As of each
      date when the fair market value of the investments held in the Trust Fund or
      an
      Investment Fund are determined as provided for in Article 9, the Trustee shall
      adjust the value of each Plan's interest therein to reflect the net increase
      or
      decrease in such values since the last such date. For all of the foregoing
      purposes, fractions of a cent may be disregarded.

     

    1.6
      No
      Trustee Duty Regarding Contributions.
      The
      Trustee shall not be under any duty to require payment of any contributions
      to
      the Trust Fund, or to see that any payment made to it is computed in accordance
      with the provisions of the Plans, or otherwise be responsible for the adequacy
      of the Trust Fund to meet and discharge any liabilities under the Plans. The
      named fiduciary responsible for ensuring timely payment of contributions to
      the
      Trust Fund is the Employee Benefits Committee.

     

    2. DISBURSEMENTS
      FROM THE TRUST FUND.
      

     

    The
      Trustee shall make distributions from the Trust Fund to such persons, in such
      amounts (but not exceeding the then value of the Plan Account to which the
      distribution is chargeable), at such times and in such manner as the Employee
      Benefits Committee or its designee shall from time to time direct pursuant
      to
      the service description furnished by the Trustee to the Employee Benefits
      Committee from time to time. The Trustee shall have no responsibility to
      ascertain whether any direction received by the Trustee from the Employee
      Benefits Committee or its designee in accordance with the preceding sentence
      is
      proper and in compliance with the terms of a Plan or to see to the application
      of any distribution. The Trustee shall not be liable for any distribution made
      in good faith without actual notice or knowledge of the changed condition or
      status of any recipient. If any distribution made by the Trustee is returned
      unclaimed, the Trustee shall notify the Employee Benefits Committee or its
      designee and shall dispose of the distribution as the Employee Benefits
      Committee or its designee shall direct. The Trustee shall have no obligation
      to
      search for or ascertain the whereabouts of any payee of benefits of the Trust
      Fund.

     

    The
      Employee Benefits Committee or its delegate shall be responsible for ensuring
      that any payment directed under this Article conforms to the provisions of
      the
      Plans, this Trust Agreement, and the provisions of the Employee Retirement
      Income Security Act of 1974, as amended (referred to herein as "ERISA"). Each
      direction of the Employee Benefits Committee or its delegate shall be in writing
      and shall be deemed to include a certification that any payment or other
      distribution directed thereby is one which the Employee Benefits Committee
      or
      its delegate is authorized to direct, and the Trustee may conclusively rely
      on
      such certification without further investigation. 

     

    If,
      in
      the performance of this Agreement hereunder, the Trustee holds uninvested cash
      received from the Employee Benefits Committee any “float” earned thereon shall,
      as set forth in the Trustee’s Float Disclosure Statement attached hereto as
      Exhibit A, constitute a part of the Trustee’s overall compensation for
      performance of the Services. The Company has negotiated with the Trustee and
      has
      agreed to allow the Trustee to retain such float income with the knowledge
      that
      the Company had the choice to either (i) retain such income for the benefit
      of
      the participants of the Plan and incur a higher trustee fee or (ii) allow the
      Trustee to retain such float income and realize a lower trustee
      fee.

     

    
      
        
        

      

      
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    3. RESPONSIBILITIES
      RELATING TO INVESTMENT FUNDS AND INVESTMENT ACCOUNTS.

     

    3.1
      Investment
      Funds.
      The
      Company shall establish a committee (hereinafter referred to as the “Investment
      Committee”) which shall have the responsibility for allocating the assets of the
      Trust Fund among the Investment Funds, for monitoring the diversification of
      the
      investments of the Trust Fund, for determining the propriety of investment
      of
      the Trust Fund in foreign securities and of maintaining the custody of foreign
      investments abroad, for assuring that no Plan violates any provisions of ERISA
      limiting the acquisition or holding of "employer securities" or "employer real
      property" and for the appointment and removal of Investment Managers and shall
      be deemed for purposes of ERISA to be the named fiduciary for Plan investments.
      The Investment Committee, from time to time and in accordance with provisions
      of
      the Plans, may direct the Trustee to establish one or more separate investment
      accounts within the Trust Fund, each separate account being hereinafter referred
      to as an "Investment Fund". The Trustee shall transfer to each such Investment
      Fund such portion of the assets of the Trust Fund as the Investment Committee
      directs. The Trustee shall be under no duty to question, and shall not incur
      any
      liability on account of following, any direction of the Investment Committee.
      The Trustee shall be under no duty to review the investment guidelines,
      objectives and restrictions established, or the specific investment directions
      given, by the Investment Committee for any Investment Fund, or to make
      suggestions to the Investment Committee in connection therewith. 

     

    All
      interest, dividends and other income received with respect to, and any proceeds
      received from the sale or other disposition of, securities or other property
      held in an Investment Fund shall be credited to and reinvested in such
      Investment Fund. All expenses of the Trust Fund which are allocable to a
      particular Investment Fund shall be so allocated and charged. Subject to the
      provisions of the Plans, the Investment Committee may direct the Trustee to
      eliminate an Investment Fund or Funds, and the Trustee shall thereupon dispose
      of the assets of such Investment Fund and reinvest the proceeds thereof in
      accordance with the directions of the Investment Committee except to the extent
      that the Investment Committee allocates such assets to an Investment Account
      for
      which an Investment Manager has sole investment responsibility to dispose of
      the
      assets of an Investment Fund allocated to such Investment Account in which
      case
      the Trustee shall follow the directions of such Investment Manager as set forth
      in section 3.2 below.

     

    The
      Investment Committee may direct the Trustee to establish one or more Investment
      Funds all of the assets of which shall be invested in securities which
      constitute "qualifying employer securities" or "qualifying employer real
      property" within the meaning of Section 407 of ERISA, it shall be the duty
      of
      the Investment Committee to determine that such investment is not prohibited
      by
      Sections 406 or 407 of ERISA. The Investment Committee shall have the sole
      investment responsibility with respect to the retention, sale, purchase or
      voting of any employer securities which has not been allocated to an Investment
      Fund for which an Investment Manager has investment responsibility. The Trustee
      shall have custody of such employer securities and shall act with respect
      thereto only as directed by the Investment Committee. The Trustee shall not
      make
      any investment review of, consider the propriety of holding or selling, or
      vote
      any such employer securities.

     

    
      
        
        

      

      
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    In
      the
      event an Investment Fund is maintained as a global account, it shall participate
      in the Trustee’s contractual settlement date processing service (“CSDP”) unless
      the Investment Committee directs the Trustee, or the Trustee informs the
      Investment Committee, otherwise. Pursuant to CSDP, the Trustee shall be
      authorized, but not obligated, to automatically credit or debit such Investment
      Fund provisionally on contractual settlement date with cash or securities in
      connection with any sale, exchange or purchase of securities. Otherwise, such
      cash or securities shall be credited to the Investment Fund on the day such
      cash
      or securities are actually received by the Trustee and reconciled to the
      Investment Fund. In cases where the Trustee credits or debits the Investment
      Fund with cash or securities prior to actual receipt and reconciliation, the
      Trustee may reverse such credit or debit as of contractual settlement date
      if
      and to the extent that any securities delivered by the Trustee are returned
      by
      the recipient, or if the related transaction fails to settle (or fails, due
      to
      market change or other reasons, to settle on terms which provide the Trustee
      full reimbursement of any provisional credit the Trustee has granted) within
      a
      period of time judged reasonable by the Trustee under the circumstances. To
      the
      extent permitted by law, the Trustee shall be fully protected from and against
      any loss or other detriment to any Investment Fund allegedly arising or
      resulting from the Trustee’s good faith determination to effect, not effect or
      reverse any provisional credit or debit to the Investment Fund. Funds debited
      from the Investment Fund on contractual settlement date including, without
      limitation, funds provided for the purchase of any securities under
      circumstances where settlement is delayed or otherwise does not take place
      in a
      timely manner for any reason, shall be held pending actual settlement of the
      related purchase transaction in a non-interest bearing deposit at the Trustee’s
      London Branch, notwithstanding the Trustee’s receipt of “float” from such
      uninvested funds;
      such
      funds shall be available for use in the Trustee’s general operations; and the
      Trustee’s maintenance and use of such funds in such circumstances are, without
      limitation, in consideration of the Trustee’s providing CSDP.

     

    The
      Trustee shall have custody of and custodial responsibility for all assets of
      the
      Trust Fund held in An Investment Fund except as otherwise provided in this
      Agreement or as follows:

     

    (a) The
      subtrustee of a subtrust shall have custody of and custodial responsibility
      for
      any assets of an Investment Fund allocated to it by the Investment
      Committee;

     

    
      
        
        

      

      
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    (b) The
      trustee of a collective or group trust fund (including without limitation an
      Investment Manager or its bank affiliate) shall have custody of and custodial
      responsibility for any assets of an Investment Fund invested in such collective
      or group trust fund; and

     

    (c) The
      Investment Committee may direct in writing that the custody of additional assets
      of an Investment Fund (other than those referred to in paragraphs (a) and (b)
      of
      this Section 3.1) be maintained with one or more persons or entities designated
      by the Investment Committee to maintain custody of assets of an Investment
      Fund
      (hereinafter referred to as a “Custodial Agent”). In such event, the Investment
      Committee shall approve, and direct the Trustee to enter into, a custody
      agreement with the Custodial Agent (which custody agreement may authorize the
      Custodial Agent to maintain custody of such assets with one or more subagents,
      including a broker or dealer registered under the Securities Exchange Act of
      1934 or a nominee of such broker or dealer). The Custodial Agent shall have
      custodial responsibility for any assets maintained with the Custodial Agent
      or
      its subagents pursuant to the custody agreement. Notwithstanding any other
      provision of this agreement, the Company (which has the authority to do so
      under
      the laws of its state of incorporation) agrees to indemnify
      THE
      NORTHERN TRUST COMPANY
      from any
      liability, loss and expense, including reasonable
      legal
      fees and expenses, which arise
      out
      of or in connection with the Trustee's acting in accordance with any directions
      of the Investment Committee pursuant to this paragraph (c). This paragraph
      shall
      survive the termination of this Agreement.

     

    Except
      as
      otherwise provided in Section 3.5, the Trustee shall not make any investment
      review of, consider the propriety of holding or selling, or vote, any assets
      of
      the Trust Fund allocated to an Investment Account or a Company Directed Account,
      except as directed by the Investment Manager or the Investment Committee
      thereof. Further, the Investment Committee hereby directs that any cash of
      an
      Investment Account or Company Directed Account, consisting of U.S. dollars
      in
      the Trustee’s custody, shall be invested in the collective Short Term Investment
      Fund maintained by the Trustee or its affiliate, unless the Trustee receives
      other instructions from the Investment Manager or the Investment Committee
      of
      such Investment Account or Company Directed Account. For currencies held by
      the
      Trustee outside the United States, including U.S. dollars, the Trustee shall
      invest such cash of an Investment Account or Company Directed Account as
      directed by the Investment Manager the Investment Committee thereof and such
      investments may include an interest bearing account of a foreign
      custodian;

     

    3.2
      Investment
      Manager Appointment.
      The
      Investment Committee, from time to time and in accordance with the provisions
      of
      the Plans, may appoint an independent investment manager as defined in Section
      3(38) of ERISA, (hereinafter referred to as an “Investment Manager”), pursuant
      to a written investment management agreement describing the powers and duties
      of
      the applicable Investment Manager, to direct the investment and reinvestment
      of
      all or a portion of the Trust Fund or an Investment Fund (hereinafter referred
      to as an "Investment Account").

     

    
      
        
        

      

      
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    The
      Investment Committee shall be responsible for ascertaining that while each
      Investment Manager is acting in that capacity hereunder, the following
      requirements are satisfied:

     

    
      	(a)	
              The
                Investment Manager is either (i) registered as an investment adviser
                under
                the Investment Advisers Act of 1940; (ii) is not registered as an
                investment adviser under such Act by reason of paragraph (1) of Section
                203A(a) of such Act, is registered as an investment adviser under
                the laws
                of the State (referred to in such paragraph (1)) in which it maintains
                its
                principal office and place of business, and, at the time the fiduciary
                last filed the registration form most recently filed by the fiduciary
                with
                such State in order to maintain the fiduciary’s registration under the
                laws of such State, also filed a copy of such form with the Secretary,
                (iii) a bank as defined in that Act or (iv) an insurance company
                qualified
                to perform the services described in (b) below under the laws of
                more than
                one state.

            


    

     

    
      	(b)	
              The
                Investment Manager has the power to manage, acquire or dispose of
                any
                assets of the Plans for which it is responsible
                hereunder.

            


    

     

    
      	(c)	
              The
                Investment Manager has acknowledged in writing to the Investment
                Committee
                and the Trustee that he or it is a fiduciary with respect to the
                Plans
                within the meaning of Section 3(21)(A) of
                ERISA.

            


    

     

    
      	(d)	
              The
                Plans provide for the appointment of the Investment Manager in accordance
                with Section 402(c)(3) of ERISA, and the Investment Manager is appointed
                as so provided.

            


    

     

    
      	(e)	
              Any
                Investment Manager with authority to invest in assets which will
                be held
                outside the jurisdiction of the district courts of the United States
                is an
                entity described in ERISA regulations at 29 C.F.R.
                2550.404b-1(a)(2)(i).

            


    

     

    The
      Investment Committee shall furnish the Trustee with written notice of the
      appointment of each Investment Manager hereunder, and of the termination of
      any
      such appointment. Such notice shall specify the assets which shall constitute
      the Investment Account. The Trustee shall be fully protected in relying upon
      the
      effectiveness of such appointment and the Investment Manager's continuing
      satisfaction of the requirements set forth above until it receives written
      notice from the Investment Committee to the contrary.

     

    The
      Trustee shall conclusively presume that each Investment Manager, under its
      investment management agreement, is entitled to act, in directing the investment
      and reinvestment of the Investment Account for which it is responsible, in
      its
      sole and independent discretion and without limitation, except for any
      limitations which from time to time the Investment Committee and the Trustee
      agree (in writing) shall modify the scope of such authority. With respect to
      each Investment Fund, the Investment Manager thereof shall have the investment
      powers granted to the Trustee by Section 4.1 herein, as limited by the Trustee’s
      standard of care set forth in Section 4.4 herein, as if all references therein
      to the Trustee referred to the Investment Manager, and the Trustee shall be
      protected in relying on the Investment Manager's directions without reviewing
      investments or making suggestions.

     

    
      
        
        

      

      
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    The
      Trustee shall have no liability (i) for the acts or omissions of any Investment
      Manager; (ii) for following directions, including investment directions of
      an
      Investment Manager, the Investment Committee, which are given in accordance
      with
      this Trust Agreement; or (iii) for any loss of any kind which may result by
      reason of the manner of division of the Trust Fund or Investment Fund into
      Investment Accounts.

     

    An
      Investment Manager shall certify, at the request of the Trustee, the value
      of
      any securities or other property held in any Investment Account managed by
      such
      Investment Manager, and such certification shall be regarded as a direction
      with
      regard to such valuation. The Trustee shall be entitled to conclusively rely
      upon such valuation for all purposes under this Trust Agreement.

     

    The
      Investment Committee may direct, or authorize an Investment Manager to direct,
      the Trustee to: (i) enter into such agreements as are necessary to implement
      investment in futures contracts and options on futures contracts; (ii) transfer
      initial margin to a futures commission merchant or third party safekeeping
      bank
      pursuant to directions from an Investment Adviser and (iii) pay or demand
      variation margin in accordance with industry practice to or from such futures
      commission merchant based on daily marking to market calculations. The Trustee
      shall have no investment or custodial responsibility with respect to assets
      transferred to a futures commission merchant or third party safekeeping
      bank.

     

    3.3
      Investment
      Committee Directed Investment Accounts.
      The
      Trustee shall, if so directed in writing by the Investment Committee, segregate
      all or a portion of the Trust Fund held by it into one or more separate
      investment accounts to be known as Company Directed Accounts. The Investment
      Committee, by written notice to the Trustee, may at any time relinquish its
      powers under this Section 3.3 and direct that a Company Directed Account shall
      no longer be maintained. In addition, during any time when there is no
      Investment Manager with respect to an Investment Account (such as before an
      investment management agreement takes effect or after it terminates) or no
      allocation of investment responsibility for any assets held within an Investment
      Fund, the Investment Committee shall direct the investment and reinvestment
      of
      such Investment Account or such assets of an Investment Fund for which no
      location of investment responsibility has been made. The Investment Committee
      shall have investment responsibility for any assets of an Investment Fund or
      the
      Trust Fund as a whole not otherwise allocated to an Investment Account or a
      Company Directed Account, and such assets shall comprise a Company Directed
      Account for which the Investment Committee has investment responsibility.
      Whenever the Investment Committee is directing the investment and reinvestment
      of an Investment Account or a Company Directed Account, the Investment Committee
      shall have the investment powers granted to the Trustee by Section 4.1 herein,
      as limited by the trustee’s standard of care set forth in Section 4.3 herein, as
      if all references therein to the Trustee referred to the Investment Committee,
      and the Trustee shall be protected in relying on the Investment Committee's
      directions without reviewing investments or making suggestions to the same
      extent as it would be protected under this Trust Agreement if it had relied
      on
      the directions of an Investment Manager. The
      Investment Committee shall have investment responsibility for assets held in
      any
      Investment Fund for which an Investment Manager has not been retained, has
      been
      removed, or is for any reason unwilling or unable to act. With respect to assets
      or Investment Funds for which the Investment Committee has investment
      responsibility, the Trustee, acting only as directed by the Investment
      Committee, shall enter into such agreements as are necessary to facilitate
      any
      investment, including agreements entering into a limited partnership, subtrust
      or the participation in real estate funds. The Trustee shall not make any
      investment review of, or consider the propriety of holding or selling, or vote
      any assets for which the Investment Committee has investment responsibility.
      To
      the extent that the Investment Committee directs the Trustee with respect to
      the
      investment of such assets, the Investment Committee represents and warrants
      that
      (i) it shall carry out its investment responsibilities in accordance with,
      and
      any such direction shall be in accordance with, the applicable terms of any
      documents governing the Plans, including any investment policy statement and
      (ii) it shall maintain and follow procedures for identifying and avoiding any
      non-exempt prohibited transactions.

     

    
      
        
        

      

      
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    3.4
      Trustee
      Directed Investment Accounts.
      The
      Trustee shall have no duty or responsibility to direct the investment and
      reinvestment of any assets held in the Trust Fund, any Investment Fund or any
      Investment Account unless expressly agreed to in writing between the Trustee
      and
      the Investment Committee. In the event that the Trustee enters into such an
      agreement, it shall have the powers and duties of an Investment Manager under
      this Trust Agreement with regard to such Investment Account.

     

    3.5
      Securities
      Lending.
      The
      Investment Committee may also direct the Trustee as fiduciary to lend securities
      of the Trust Fund held by the Trustee by entering into a written agreement
      with
      the Trustee. The terms of the agreement between the Investment Committee and
      the
      Trustee shall be consistent with Department of Labor Prohibited Transaction
      Exemption 81-6 or any successor exemption. The written agreement between the
      Investment Committee and the Trustee shall direct the Trustee to enter into
      a
      loan agreement with a borrower or borrowers. The Trustee shall transfer
      securities to the borrower and invest or hold on behalf of the Trust Fund the
      collateral received in exchange for the securities. Notwithstanding anything
      in
      this agreement to the contrary, the right to vote securities out on loan on
      record date passes to the borrower, or to a transferee of the borrower, as
      a
      consequence of the transfer of title to the securities. The Trustee shall
      maintain a record of the market value of the loaned securities and shall be
      paid
      reasonable compensation as agreed to by the Trustee and the Investment
      Committee.

     

    4. POWERS
      OF THE TRUSTEE.

     

    4.1
      Investment
      Powers of the Trustee.
      The
      Trustee shall have and exercise the following powers and authority (i) over
      Investment Accounts where it has express investment management discretion as
      provided in Section 3.4 or (ii) upon direction of the Investment Manager of
      an
      Investment Account or (iii) upon direction of the Investment Committee: (x)
      for
      a Company Directed Account and (y) for voting and tendering of qualifying
      employer securities;:

     

    
      	(a)	
              To
                purchase, receive, or subscribe for any securities or other property
                and
                to retain in trust such securities or other
                property.

            


    

     

    
      	(b)	
              To
                acquire and hold qualifying employer securities and qualifying employer
                real property, as such investments are defined in Section 407(d)
                of
                ERISA.

            


    

     

    
      
        
        

      

      
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      	(c)	
              To
                sell for cash or on credit, to grant options, convert, redeem, exchange
                for other securities or other property, to enter into standby agreements
                for future investment, either with or without a standby fee, or otherwise
                to dispose of any securities or other property at any time held by
                it.

            


    

     

    
      	(d)	
              To
                settle, compromise or submit to arbitration any claims, debts, or
                damages,
                due or owing to or from the trust, to commence or defend suits or
                legal
                proceedings and to represent the trust in all suits or legal proceedings
                in any court of law or before any other body or
                tribunal.

            


    

     

    
      	(e)	
              To
                trade in financial options and futures, including index options and
                options on futures and to execute in connection therewith such account
                agreements and other agreements in such form and upon such terms
                as the
                Investment Manager or the Investment Committee shall
                direct.

            


    

     

    
      	(f)	
              To
                exercise all voting rights, tender or exchange rights, any conversion
                privileges, subscription rights and other rights and powers available
                in
                connection with any securities or other property at anytime held
                by it; to
                oppose or to consent to the reorganization, consolidation, merger,
                or
                readjustment of the finances of any corporation, company or association,
                or to the sale, mortgage, pledge or lease of the property of any
                corporation, company or association any of the securities which may
                at any
                time be held by it and to do any act with reference thereto, including
                the
                exercise of options, the making of agreements or subscriptions and
                the
                payment of expenses, assessments or subscriptions, which may be deemed
                necessary or advisable by the Investment Manager or Investment Committee
                in connection therewith, and to hold and retain any securities or
                other
                property which it may so acquire; and to deposit any property with
                any
                protective, reorganization or similar committee, and to pay and agree
                to
                pay part of the expenses and compensation of any such committee and
                any
                assessments levied with respect to property so
                deposited.

            


    

     

    
      	(g)	
              To
                exercise all voting or tender offer rights with respect to all qualifying
                employer securities held by it except that portion, if any, for which
                it
                has received voting or tender offer instructions from participants
                in the
                Plans as provided in this paragraph. The Investment Committee shall
                inform
                the Trustee of the voting and tender offer provisions of each Plan.
                Each
                participant entitled to do so may direct the Trustee, confidentially,
                how
                to vote or whether or not to tender the qualifying employer securities
                representing his proportionate interest in the assets of the Plans.
                The
                Investment Committee shall furnish the Trustee with the name of each
                participant and the number of shares held for the participant's account
                as
                near as practicable to the record date fixed for the determination
                of
                shareholders entitled to vote and shall provide the Trustee with
                all other
                information and assistance which the Trustee may reasonably request.
                Shares for which the Trustee has not received timely voting or tender
                instructions shall be voted or tendered by the Trustee to the extent
                permitted by the Plans or as required by law in its uncontrolled
                discretion.

            


    

     

    
      	(h)	
              To
                lend to participants in the Plans such amounts and upon such terms
                and
                conditions as the Investment Committee may direct. Any such direction
                shall be deemed to include a certification by the Investment Committee
                that such lending is in accordance with the provisions of ERISA and
                the
                Plans.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	(i)	
              To
                borrow money in such amounts and upon such terms and conditions as
                shall
                be deemed advisable or proper by the Investment Committee or Investment
                Manager to carry out the purposes of the trust and to pledge any
                securities or other property for the repayment of any such
                loan.

            


    

     

    
      	(j)	
              To
                invest all or a portion of the Trust Fund in contracts issued by
                insurance
                companies, including contracts under which the insurance company
                holds
                Plan assets in a separate account or commingled separate account
                managed
                by the insurance company. The Trustee shall be entitled to rely upon
                any
                written directions of the Investment Committee or the Investment
                Manager
                under this Section 4.1, and the Trustee shall not be responsible
                for the
                terms of any insurance contract that it is directed to purchase and
                hold
                or for the selection of the issuer thereof or for performing any
                functions
                under such contract (other than the execution of any documents incidental
                thereto on the instructions of the Investment Committee or the Investment
                Manager).

            


    

     

    
      	(k)	
              To
                manage, administer, operate, lease for any number of years, develop,
                improve, repair, alter, demolish, mortgage, pledge, grant options
                with
                respect to, or otherwise deal with any real property or interest
                therein
                at any time held by it, and to hold any such real property in its
                own name
                or in the name of a nominee, with or without the addition of words
                indicating that such property is held in a fiduciary capacity, all
                upon
                such terms and conditions as may be deemed advisable by the Investment
                Manager or Investment Committee.

            


    

     

    
      
        
          	(l)	
                  To
                    renew, extend or participate in the renewal or extension of any
                    mortgage,
                    upon such terms as may be deemed advisable by the Investment
                    Manager or
                    Investment Committee, and to agree to a reduction in the rate
                    of interest
                    on any mortgage or of any guarantee pertaining thereto in any
                    manner and
                    to any extent that may be deemed advisable by the Investment
                    Manager or
                    Investment Committee for the protection of the Trust Fund or
                    the
                    preservation of the value of the investment; to waive any default,
                    whether
                    in the performance of any covenant or condition of any mortgage
                    or in the
                    performance of any guarantee, or to enforce any such default
                    in such
                    manner and to such extent as may be deemed advisable by the Investment
                    Manager or Investment Committee; to exercise and enforce any
                    and all
                    rights of foreclosure, to bid on property on foreclosure, to
                    take a deed
                    in lieu of foreclosure with or without paying consideration therefor,
                    and
                    in connection therewith to release the obligation on the bond
                    secured by
                    such mortgage, and to exercise and enforce in any action, suit
                    or
                    proceeding at law or in equity any rights or remedies in respect
                    to any
                    such mortgage or
                    guarantee.

                


        

      

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	(m)	
              To
                hold part or all of the Trust Fund
                uninvested.

            


    

     

    
      	(n)	
              To
                employ suitable agents and counsel and to pay their reasonable and
                proper
                expenses and compensation.

            


    

     

    
      	(o)	
              To
                purchase and sell foreign exchange and contracts for foreign exchange,
                including transactions entered into with State Street Bank and Trust
                Company, its agents or
                subcustodians.

            


    

     

    
      	(p)	
              To
                form corporations and to create trusts to hold title to any securities
                or
                other property, all upon such terms and conditions as may be deemed
                advisable by the Investment Manager or Investment
                Committee.

            


    

     

    
      	(q)	
              To
                register any securities held by it hereunder in its own name or in
                the
                name of a nominee with or without the addition of words indicating
                that
                such securities are held in a fiduciary capacity and to hold any
                securities in bearer form and to deposit any securities or other
                property
                in a depository or clearing
                corporation.

            


    

     

    
      	(r)	
              To
                make, execute and deliver, as Trustee, any and all deeds, leases,
                mortgages, conveyances, waivers, releases, or other instruments in
                writing
                necessary or desirable for the accomplishment of any of the foregoing
                powers.

            


    

     

    
      	(s)	
              To
                invest at State Street Bank and Trust Company (i) in any type of
                interest
                bearing investments (including, but not limited to savings accounts,
                money
                market accounts, certificates of deposit and repurchase agreements)
                and
                (ii) in noninterest bearing accounts (including but not limited to
                checking accounts).

            


    

     

    
      	(t)	
              To
                invest in collective investment funds maintained by The Northern
                Trust
                Company or its affiliates or by others for the investment of the
                assets of
                employee benefit plans qualified under Section 401 of the Code, whereupon
                the instruments establishing such funds, as amended, shall be deemed
                a
                part of this Trust Agreement and incorporated by reference
                herein.

            


    

     

    
      	(u)	
              To
                invest in open-end and closed-end investment companies, regardless
                of the
                purposes for which such fund or funds were created, including those
                managed, serviced, or advised by the Trustee or an affiliate of the
                Trustee, and in any partnership, limited or unlimited, joint venture
                and
                other forms of joint enterprise created for any lawful
                purpose.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Except
      as
      otherwise provided in this Trust Agreement, the Investment Manager of an
      Investment Account or the Investment Committee in the case of a Company Directed
      Account shall have the power and authority, to be exercised in its sole
      discretion at any time and from time to time, to issue orders for the purchase
      or sale of securities directly to a broker. Written notification of the issuance
      of each such order shall be given promptly to the Trustee by the Investment
      Manager or the Investment Committee and the confirmation of each such order
      shall be confirmed to the Trustee by the broker. Unless otherwise directed
      by
      the Investment Committee or Investment Manager, such notification shall be
      authority for the Trustee to pay for securities purchased or to deliver
      securities sold as the case may be. Upon the direction of the Investment Manager
      or the Investment Committee, the Trustee will execute and deliver appropriate
      trading authorizations, but no such authorization shall be deemed to increase
      the liability or responsibility of the Trustee under this Trust
      Agreement.

     

    The
      Trustee shall transmit as soon as practicable to the Investment Committee or
      the
      Investment Manager, as the case may be, all notices of conversion, redemption,
      tender, exchange, subscription, class action, claim in insolvency proceedings
      or
      other rights or powers relating to any of the securities in the Trust Fund,
      which notices are received by the Trustee from its agents or custodians, from
      issuers of the securities in question and from the party (or its agents)
      extending such rights. The Trustee shall have no obligation to determine the
      existence of any conversion, redemption, tender, exchange, subscription, class
      action, claim in insolvency proceedings or other right or power relating to
      any
      of the securities in the Trust Fund of which notice was given prior to the
      purchase of such securities by the Trust Fund, and shall have no obligation
      to
      exercise any such right or power unless the Trustee is informed of the existence
      of the right or power.

     

    The
      Trustee shall not be liable for any untimely exercise or assertion of such
      rights or powers described in the paragraph immediately above in connection
      with
      securities or other property of the Trust Fund at any time held by it unless
      (i)
      it or its agents or custodians are in actual possession of such securities
      or
      property and (ii) it receives directions to exercise any such rights or powers
      from the Investment Committee or the Investment Manager, as the case may be,
      and
      both (i) and (ii) occur at least three business days prior to the Trustee’s
      deadline date to exercise such right or power (unless the Trustee did not
      provide timely notice in accordance with industry practice of the rights to
      be
      exercised).

     

    If
      the
      Trustee is directed by the Investment Committee or an Investment Manager to
      purchase securities issued by any foreign government or agency thereof, or
      by
      any corporation or other entity domiciled outside of the United States, it
      shall
      be the responsibility of the Investment Committee or Investment Manager, as
      the
      case may be, to advise the Trustee in writing with respect to any laws or
      regulations of any foreign countries or any United States territory or
      possession which shall apply in any manner whatsoever to such securities,
      including, without limitation, receipt by the Trustee of dividends, interest
      or
      other distributions on such securities. The Investment Committee shall have
      sole
      responsibility for the decision to maintain the custody of foreign investments
      abroad. Custody of foreign investments shall be maintained with foreign
      custodians selected by the Trustee. The Trustee shall be responsible for the
      prudent selection of a foreign custodian within a particular jurisdiction and
      for periodically monitoring such selection to determine that such selection
      continues to be prudent within that particular jurisdiction. The Trustee shall
      have no responsibility for losses to the Trust Fund resulting from the acts
      or
      omissions of any foreign custodian appointed by the Trustee unless due to the
      foreign custodian's fraud, negligence bad faith, or willful misconduct in the
      performance of its custodial duties. Except for losses arising directly from
      the
      Trustee’s failure to prudently select or periodically monitor a foreign
      custodian as provided above, the Trustee shall have no responsibility for the
      solvency or financial condition of any foreign custodian holding assets of
      the
      Trust Fund.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    The
      Trustee shall have no responsibility for: (a) any condition which now exists
      or
      may hereafter be found to exist in, under, or about any real estate investment
      of the Trust Fund or of a corporation organized under Section 501(c)(2) or
      501(c)(25) of the Code, the stock of which is held as an asset of the Trust
      Fund; or (b) any violation of any applicable environmental or health or safety
      law, ordinance, regulation or ruling; or (c) the presence, use, generation,
      storage, release, threatened release, or containment, treatment or disposal
      of
      any hazardous or toxic substances or materials including such situations at
      or
      activities on any investment of the Trust Fund or of a Section 501(c)(2) or
      501(c)(25) corporation, the stock of which is held as an asset of the Trust
      Fund. Upon the written approval from the Investment Committee to the extent
      such
      approval is not unreasonably withheld and to the extent such approval is
      practicable to obtain prior to the Trust’s requirement to act in accordance with
      this section, the Trustee is hereby authorized to pay from the Trust Fund all
      costs and expenses (including reasonable attorneys fees) relating to or
      connected with any condition, violation, presence or other situation referred
      to
      in (a), (b) and (c) above, and notwithstanding anything to the contrary in
      this
      agreement, to the extent permitted by law, THE NORTHERN TRUST COMPANY shall
      be
      indemnified from the Trust Fund from all claims, suits, losses and expenses
      (including reasonable attorneys fees) arising therefrom. The authority to pay
      from the Trust Fund and the right of indemnification set forth in the preceding
      sentence include and relate to, without limitation, any claims, suits,
      liabilities, losses and expenses (including reasonable attorneys fees) arising
      from any matters relating to the existence of petroleum including crude oil
      and
      any fraction thereof, hazardous substances, pollutants, or contaminants as
      defined in the Comprehensive Environmental, Responsibility, Compensation, and
      Liability Act, as amended, 42 U.S.C. Section 9601 et seq., or hazardous wastes
      as defined in the Resource Conservation and Liability Act, 42 U.S.C. Section
      6906 et seq., or as any of the foregoing terms or similar terms may be defined
      in similar state environmental laws or subsequent federal or state legislation
      of a similar nature which may be enacted from time to time. This paragraph
      shall
      survive the sale or other disposition of any real estate investment of the
      Trust
      Fund and the termination of this agreement. Nothing in this paragraph shall
      be
      construed to in any way limit the indemnification rights of the Trustee provided
      elsewhere in this Agreement.

     

    4.2
      Administrative
      Powers of the Trustee.
      Notwithstanding the appointment of an Investment Manager, the Trustee shall
      have
      the following powers and authority, to be exercised in its sole discretion,
      with
      respect to the Trust Fund:

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      	
              (a)

            	
              To
                employ suitable agents, custodians and counsel and to pay their reasonable
                expenses and compensation.

            


    

     

    
      
        
          	(b)	
                  To
                    appoint ancillary trustees to hold any portion of the assets
                    of the trust
                    and to pay their reasonable expenses and
                    compensation.

                


        

      

    

    
      
         

        
          	(c)	
                  To
                    register any securities held by it hereunder in its own name
                    or in the
                    name of a nominee with or without the addition of words indicating
                    that
                    such securities are held in a fiduciary capacity and to hold
                    any
                    securities in bearer form and to deposit any securities or other
                    property
                    in a depository or clearing
                    corporation.

                


        

      

    

     

    
      
        
          	(d)	
                  To
                    make, execute and deliver, as Trustee, any and all deeds, leases,
                    mortgages, conveyances, waivers, releases or other instruments
                    in writing
                    necessary or desirable for the accomplishment of any of the foregoing
                    powers.

                


        

      

    

     

    
      
        
          	(e)	
                  Generally
                    to do all ministerial acts, whether or not expressly authorized,
                    which the
                    Trustee may deem necessary or desirable in carrying out its duties
                    under
                    this Trust Agreement.

                


        

      

    

     

    Notwithstanding
      anything in the Plans or this Trust Agreement to the contrary, the Trustee
      shall
      not be required by the Company, the Employee Benefits Committee, the Investment
      Committee, or any Investment Manager to engage in any action, nor make any
      investment which constitutes a prohibited transaction or is otherwise contrary
      to the provisions of ERISA or which is otherwise contrary to law or to the
      terms
      of the Plans or this Trust Agreement. Any direction of the
      Company, the Employee Benefits Committee, the Investment Committee, or any
      Investment Manager
      shall
      constitute a certification to the Trustee (i) that the transaction will not
      constitute a prohibited transaction under ERISA or the Code, (ii) that the
      investment is authorized under the terms of this Agreement and any other
      agreement or law affecting an Investment Manager’s authority, or the authority
      of the Company, the Employee Benefits Committee or the Investment Committee
      to
      deal with the assets of the Trust, (iii) that any contract, agency, joinder,
      adoption, participation or partnership agreement, deed, assignment or other
      document of any kind which the Trustee is requested or required to execute
      to
      effectuate the transaction has been reviewed by the Company, the Employee
      Benefits Committee, the Investment Committee, or any Investment Manager and,
      to
      the extent it deems advisable and prudent, its counsel, (iv) that such
      instrument or document is in proper form for execution by the Trustee, (v)
      that,
      where appropriate (such as in a real estate or gold transfer), insurance
      protecting the Trust against loss or liability has been or will be maintained
      in
      the name of or for the benefit of the Trust, and (vi) that all other necessary
      and appropriate acts required of the Company, the Employee Benefits Committee,
      the Investment Committee, or any Investment Manager to perfect and protect
      the
      Trust’s rights have been taken, and the Trustee shall have no duty to make any
      independent inquiry or investigation as to any of the foregoing before acting
      upon such direction.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    The
      Trustee may consult with legal counsel concerning any question which may arise
      with reference to this Trust Agreement and its powers and duties hereunder
      and
      shall be fully protected in acting or refraining from acting in reliance upon
      the written advice of legal counsel. 

     

    4.3 Standard
      of Care. The Trustee shall perform its duties 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 would use in
      the
      conduct of an enterprise of a like character and with like aims. Subject to
      the
      preceding sentence and subsequent sentence, , the Trustee shall diversify the
      investments of that portion of the Trust Fund for which it has investment
      responsibility so as to minimize the risk of large losses. Subject to the first
      sentence herein, the Trustee shall, with respect to that portion of the Trust
      Fund for which it has investment responsibility, follow the investment
      guidelines established by the Investment Committee given in exercise of that
      committee's responsibility.

     

    5. INDEMNIFICATION
      AND ERROR CORRECTION.
      

     

    In
      the
      event that THE
      NORTHERN TRUST COMPANY
      incurs
      any liability, loss, claim, suit or expense (including reasonable attorneys
      fees) in connection with or arising out of its provision of services under
      this
      Agreement, or its status as Trustee hereunder, under circumstances where
THE
      NORTHERN TRUST COMPANY
      cannot
      obtain or would be precluded by law from obtaining payment or reimbursement
      of
      such liability, loss, claim, suit or expense (including reasonable attorneys
      fees) from the Trust Fund, then the Company (which has the authority to do
      so
      under the laws of the state of its incorporation) shall indemnify and hold
      THE
      NORTHERN TRUST COMPANY
      harmless
      from and against such liability, loss, claim, suit or expense, except to the
      extent such liability, loss, claim, suit or expense arises directly from a
      breach by the Trustee of responsibilities specifically allocated to it by the
      terms of this Agreement, the Trustee’s negligence in its performance of such
      specifically allocated responsibilities, the Trustee’s fraud, or the Trustee’s
      willful misconduct. Notwithstanding the foregoing, THE NORTHERN TRUST COMPANY
      shall not be indemnified for any loss, liability, claim, suit or expense to
      the
      extent the Trustee participated knowingly in, or knowingly undertook to conceal,
      an act or omission of any such person or entity constituting a breach of such
      person or entity’s fiduciary responsibility hereunder, knowing such act or
      omission was a breach; provided however, that the Trustee shall not be deemed
      to
      have done so by merely complying with directions to settle purchase and sale
      transactions from the Investment Committee or an Investment Manager hereunder
      or
      by its failure to act in the absence of such direction or by reason of
      maintaining accounting records or solely as a result of the normal information
      received by the Trustee or its officers, employees, or agents in the normal
      course of performing any custodial, reporting, recording and bookkeeping
      functions with respect to any assets of the Trust Fund managed by an Investment
      Manager or the Investment Committee.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    THE
      NORTHERN TRUST COMPANY agrees to indemnify and hold the Plans, the Trust, the
      Company, the Investment Committee, and the Employee Benefit Committee and their
      respective employees and/or members harmless from and against any loss,
      liability, claim, suit or expense, including reasonable fees and expenses,
      which
      arise directly from a breach by the Trustee of responsibilities specifically
      allocated to it by the terms of this Agreement, the Trustee’s negligence in its
      performance of such specifically allocated responsibilities, the Trustee’s
      fraud, or the Trustee’s willful misconduct. Notwithstanding the above, nothing
      contained in this Section shall limit THE NORTHERN TRUST COMPANY’s right to
      indemnification under Section 3.1(c) or require THE NORTHERN TRUST COMPANY
      to
      indemnify the Company for any action or inaction pursuant to Section 3.1(c)
      except to the extent of THE NORTHERN TRUST COMPANY’s negligence or willful
      misconduct in performing or failing to perform the ministerial,
      non-discretionary processing functions in carrying out the terms of a direction
      of the Investment Committee or its designee pursuant to Section
      4.1(c).

     

    This
      Section 5 shall survive the termination of this Agreement.

     

    6. SECURITIES
      OR OTHER PROPERTY.

     

    The
      words
      "securities or other property", used in this Trust Agreement, shall be deemed
      to
      refer to any property, real or personal, or part interest therein, wherever
      situated, including, without limitation, governmental, corporate or personal
      obligations, trust and participation certificates, partnership interests,
      annuity or investment contracts issued by an insurance company, leaseholds,
      fee
      titles, mortgages and other interests in realty, preferred and common stocks,
      certificates of deposit, financial options and futures or any other form of
      option, evidences of indebtedness or ownership in foreign corporations or other
      enterprises or indebtedness of foreign governments, and any other evidences
      of
      indebtedness or ownership, including securities or other property of the
      Company, even though the same may not be legal investment for trustees under
      any
      law other than ERISA.

     

    7. PLAN
      EXPENSES, TAXES
      AND TRUSTEE COMPENSATION.

     

    Without
      limiting the rights of the Trustee as otherwise provided in this Agreement,
      pursuant to direction by the Employee Benefits Committee, the Trustee shall
      pay
      from the Trust Fund expenses of a Plan or compensation to parties providing
      services to a Plan including but not by way of limitation, expenses or
      compensation related to actuarial, legal, accounting, office space, printing,
      computer, recordkeeping, investment, performance evaluation or any other
      material or service provided to the Plan; and, further, pursuant to direction
      by
      the Employee Benefits Committee, the Trustee may reimburse the Company from
      the
      Trust Fund for expenses of a Plan to the extent permitted by the Plan and ERISA.
      It shall be the responsibility of the Employee Benefits Committee to determine
      that any such expenses for which the Company is reimbursed pursuant to this
      paragraph are expenses of a Plan permitted by the Plan and ERISA

     

    The
      Trustee shall pay out of the Trust Fund all real and personal property taxes,
      income taxes and other taxes of any and all kinds levied or assessed under
      existing or future laws against the Trust Fund. Until advised to the contrary
      by
      the Employee Benefits Committee, the Trustee shall assume that the Trust is
      exempt from Federal, State and local income taxes, and shall act in accordance
      with that assumption. The Employee Benefits Committee shall timely file all
      Federal, State and local tax and information returns relating to the Plans
      and
      Trust.

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    The
      Trustee shall be paid such reasonable compensation as shall from time to time
      be
      agreed upon by the Company and the Trustee. Such compensation and all reasonable
      and proper expenses of administration of the Trust, including counsel fees,
      shall be withdrawn by the Trustee out of the Trust Fund unless paid by the
      Company, but such compensation and expenses shall be paid by the Company if
      the
      same cannot by operation of law be withdrawn from the Trust Fund.

     

    All
      payments from the Trust Fund under this Article 7 may be made without approval
      or direction of the Employee Benefits Committee, provided the Trustee has given
      prior notice of, and at least 30 days to object to, such payments to the
      Employee Benefits Committee.

     

    8. ACCOUNTS
      OF THE TRUSTEE.

     

    The
      Trustee shall maintain or cause to be maintained suitable records, data and
      information relating to its functions hereunder.

     

    The
      Trustee shall keep accurate and detailed accounts of all investments, receipts,
      disbursements, and other actions hereunder, and such other records as the
      Employee Benefits Committee shall from time to time direct, as agreed to by
      the
      Trustee. Subject to the confidentiality requirements of The Northern Trust
      Company’s other clients, the Trustee’s books and records relating thereto shall
      be open to inspection and audit at all reasonable times by the Employee Benefits
      Committee or its duly authorized representatives provided that the Trustee
      shall
      be entitled to reasonable compensation and reimbursement of its reasonable
      expenses incurred in connection with such audits or inspections.

     

    Within
      sixty days after the close of each fiscal year of the trust and at more frequent
      intervals if agreed to by the parties hereto, and within sixty days after the
      removal or resignation of the Trustee as provided hereunder, the Trustee shall
      render to the Company a written statement and account showing in reasonable
      summary the investments, receipts, disbursements, and other transactions engaged
      in during the preceding fiscal year or period, and setting forth the assets
      and
      liabilities of the trust. Unless the Company shall have filed with the Trustee
      written exceptions or objections to any such statement and account within one
      hundred and twenty (120) days after receipt thereof, the Company shall be deemed
      to have approved such statement and account, and in such case or upon written
      approval by the Employee Benefits Committee of any such statement and account,
      the Trustee shall be released and discharged with respect to all matters and
      things embraced in such statement and account as though it had been settled
      by a
      decree of a court of competent jurisdiction in an action or proceeding in which
      the Company, all other necessary parties and all persons having any beneficial
      interest in the Trust Fund were parties.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    The
      Trustee shall determine the fair market value of assets of the Trust Fund based
      upon valuations provided by Investment Managers, information and financial
      publications of general circulation, statistical and valuation services, records
      of security exchanges, appraisals by qualified persons, transactions and bona
      fide offers in assets of the type in question and other information customarily
      used in the valuation of property.

     

    The
      Company or its delegate, each Investment Manager, and the Trustee shall file
      such descriptions and reports and make such other publications, disclosures,
      registrations and other filings as are required of them respectively by ERISA.
      

     

    Nothing
      contained in this Trust Agreement or in the Plans shall deprive the Trustee
      of
      the right to have a judicial settlement of its account. In any proceeding for
      a
      judicial settlement of the Trustee's accounts or for instructions in connection
      with the Trust Fund, the only necessary party thereto in addition to the Trustee
      shall be the Company, and no participant or other person having or claiming
      any
      interest in the Trust Fund shall be entitled to any notice or service of process
      (except as required by law). Any judgment, decision or award entered in any
      such
      proceeding or action shall be conclusive upon all interested
      persons.

     

    9. REPRESENTATIONS
      AND COVENANTS OF THE TRUSTEE.

     

    The
      Trustee expressly acknowledges, represents, warrants and agrees
      that:

     

    
      	(a)  	
              as
                a directed trustee, it is a fiduciary for the performance of its
                responsibilities hereunder to the extent its exercises discretion
                as set
                forth is Section 3(21) of ERISA; 

            


    

     

    
      	(b)  	
              it
                has completed, obtained or performed (and, when required, will complete,
                obtain or perform) all registrations, filings, approvals, authorizations,
                consents or examinations required by ERISA or other applicable law
                (or any
                government or governmental authority) for the performance of the
                acts
                contemplated by the Agreement and, during the term of this Agreement,
                it
                shall comply with all existing, new or amended statutes of the United
                States (and any other government or governmental authority) having
                jurisdiction over its activities which are applicable to its ability
                to
                perform its services under this
                Agreement;

            


    

     

    
      	(c)  	
              it
                has, by appropriate action, duly authorized the execution and
                implementation of this Agreement; such authorization or execution
                does not
                violate any obligation by which the Trustee is bound or any applicable
                law; and this Agreement has been executed on behalf of the Trustee
                by a
                person (or persons) authorized to transact this type of business
                on behalf
                of the Trustee and shall be binding upon the Trustee in accordance
                with
                its terms;

            


    

     

    
      	(d)  	
              the
                personnel of the Trustee who will be responsible for carrying out
                the
                terms of this Agreement are individuals experienced in the types
                of
                services contemplated by this
                Agreement;

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    
      	(e)  	
              the
                Trustee shall promptly advise the Employee Benefits Committee in
                the event
                of any chance in control of the Trustee or any material changes in
                the
                personnel of the Trustee who perform services for the
                Plans;

            


    

     

    
      	(f)  	
              except
                as specifically disclosed in writing to the Employee Benefits Committee,
                neither the Trustee, nor any of their officers, directors or employees
                ever has been convicted
                of any criminal offense involving dishonesty or a breach of trust
                or money
                laundering, or has agreed to enter into a pretrial diversion or similar
                program in connection with a prosecution for such
                offense;

            


    

     

    
      	(g)  	
              except
                as specifically disclosed in writing to the Employee Benefits Committee,
                the Trustee has not (i) had an insurance or bonding company deny,
                pay out
                on or revoke a fidelity bond or fiduciary liability insurance policy,
                or
                (ii) filed a commercial bankruptcy or insolvency petition (or been
                declared bankrupt) or had a trustee appointed under the Securities
                Investor Protection Act;

            


    

     

    
      	(h)  	
              the
                foregoing acknowledgements, representations, warranties and agreements
                are
                understood to be relied upon by the Company, shall be continuing
                in
                nature, and shall survive the expiration of this Agreement;
                and

            


    

     

    
      	(i)  	
              it
                shall immediately notify the Employee Benefits Committee in the event
                that
                any of the foregoing acknowledgements, representations, warranties
                or
                agreements shall no longer be true.

            


    

     

    10. RELIANCE
      ON COMMUNICATIONS.

     

    The
      Trustee may rely upon a certification of the Investment Committee or the
      Employee Benefits Committee (or any member thereof) with respect to any
      instruction, direction or approval of such Employee Benefits Committee (or
      any
      member thereof if an Administrative Committee is appointed Employee Benefits
      Committee) and may rely upon a certification of the Company as to the membership
      of the Committee as it then exists, and may continue to rely upon such
      certification until a subsequent certification is filed with the
      Trustee.

     

    he
      Trustee shall be fully protected in acting upon any instrument, certificate,
      or
      paper of the Company, its Board of Directors, the Investment Committee and
      the
      Employee Benefits Committee (or any member thereof), reasonably believed by
      it
      to be genuine and to be signed or presented by any authorized person, and the
      Trustee shall be under no duty to make any investigation or inquiry as to any
      statement contained in any such writing but may accept the same as fully
      authorized by the Company, its Board of Directors or the Investment Committee
      or
      the Employee Benefits Committee (or any member thereof), as the case may be.
      

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      any other provision of this Agreement, instructions, directions and other
      communications provided under this agreement may be given to the Trustee by
      letter, telex, SWIFT or other electronic or electro-mechanical means deemed
      acceptable by the Trustee, including the use of the Trustee’s Northern Trust
      Passport® applications, subject to such additional terms and conditions as the
      Trustee may require. In its sole discretion, the Trustee may, but shall not
      be
      required to, accept instructions, directions or other communications given
      to
      the Trustee by telephone. Any instructions, directions or other communications
      given to the Trustee by telephone shall promptly thereafter be confirmed in
      writing, but the Trustee will incur no liability for the Company’s or the
      Employee Benefits Committee’s or the Investment Committee’s failure, or the
      failure of an Investment Manager, to send such written confirmation or for
      the
      failure of any such written confirmation to conform to the telephonic
      instruction received by the Trustee. 

     

    The
      Trustee shall be further protected in reasonably relying upon a certification
      from any Investment Manager appointed by the Investment Committee as to the
      person or persons authorized to give instructions or directions on behalf of
      such Investment Manager and may continue to rely upon such certification until
      a
      subsequent certification is filed with Trustee.

     

    11. RESIGNATION
      AND REMOVAL OF TRUSTEE.
      

     

    Any
      Trustee acting hereunder may resign at any time by giving ninety days' prior
      written notice to the Company, which notice may be waived by the Company. The
      Company may remove the Trustee at any time upon sixty days' prior written notice
      to the Trustee, which notice may be waived by the Trustee. In case of the
      resignation or removal of the Trustee, the Company shall appoint a successor
      trustee. Any successor trustee shall have the same powers and duties as those
      conferred upon the Trustee named in this Trust Agreement. The removal of a
      Trustee and the appointment of a new Trustee shall be by a written instrument
      delivered to the Trustee. Upon the appointment of a successor trustee and after
      the final account of the resigning or removed Trustee has been approved or
      settled, as provided in Article 8, the resigning or removed Trustee shall
      transfer or deliver the Trust Fund to such successor trustee.

     

    12. AMENDMENT.

     

    This
      Trust Agreement may be amended by written agreement between the Trustee and
      the
      Company at any time or from time to time, and the provisions of any such
      amendment may be applicable to the Trust Fund as constituted at the time of
      the
      amendment as well as to the part of the Trust Fund subsequently
      acquired.

     

    13. TERMINATION.

     

    This
      Trust Agreement and the trust created hereby may be terminated at any time
      by
      the Company, and upon such termination or upon the dissolution or liquidation
      of
      the Company, in the event that a successor to the Company by operation of law
      or
      by the acquisition of its business interests shall not elect to continue the
      Plans and the trust, the Trust Fund shall be paid out by the Trustee after
      the
      settlement of its final account when directed by the Employee Benefits
      Committee. Notwithstanding the foregoing, the Trustee shall not be required
      to
      pay out any assets of the Trust Fund upon termination of the Trust until the
      Trustee has received written certification from the Employee Benefits Committee:
      (i) that all provisions of law with respect to such termination have been
      complied with; and (ii) (after the Trustee has made a determination of the
      fair
      market value of the Plans' assets) that the Plans' assets are sufficient to
      discharge when due all obligations of the Plans required by law. The Trustee
      shall rely conclusively on such written certification, and shall be under no
      obligation to investigate or otherwise determine its propriety.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    14.  CONFIDENTIALITY.

     

    Trustee
      and Company each agree that all confidential information (as defined in this
      Section) communicated to each other during the term of this Agreement shall
      be
      received in strict confidence and no such information shall be disclosed to
      third parties by the recipient party, its officers, employees, consultants,
      or
      agents without the prior written consent of the other party. Notwithstanding
      the
      foregoing, Trustee may aggregate Company data with similar data of other clients
      of the Trustee and may use such aggregated data for purposes of constructing
      statistical models so long as such aggregated data is sufficiently large a
      sample that no Company data can be identified either directly or by inference
      or
      implication. Each party agrees to take all reasonable precautions to prevent
      the
      disclosure to third parties of such information, including without limitation,
      the provisions of this Agreement and any incorporated Schedules, except as
      may
      be necessary by reason of legal, accounting or regulatory requirements and
      as
      the case may be. The obligation to treat information as confidential shall
      not
      apply to information which:

     

    
      	 	
              (a)

            	
              is
                in the public domain, other than by any breach of this
                Agreement;

            


    

     

    
      	 	
              (b)

            	
              is
                in the possession of a party to this Agreement on the effective date
                hereof, and if it shall not have been obtained from the other
                party;

            


    

     

    
      	 	
              (c)

            	
              shall
                be developed by a party outside the scope of any agreement with the
                other
                party, or

            


    

     

    
      	 	
              (d)

            	
              shall
                be obtained rightfully from third
                parties.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    15. PARTICIPATION
      OF OTHER EMPLOYERS.

     

    15.1
      Adoption
      by Other Employers; Withdrawals.
      The
      Trust is maintained by the Company for use as the funding vehicle for the Plans
      which it maintains for various groups of employees and for use as the funding
      vehicle for the Plans of any Employer.

     

    
      	
              (a)

            	
              Any
                Employer which has been certified to the Trustee by the Company as
                being
                authorized and as having adopted this Trust with the consent of the
                Company as a funding vehicle for its own Plans may, at any time
                thereafter, become a party to this Trust Agreement by filing with
                the
                Trustee a certified copy of a resolution of its Board of Directors
                evidencing its election so to do;
                and

            


    

     

    
      
        
          	(b)	
                  Any
                    Employer which is a party to this Trust Agreement and which has
                    been
                    certified to the Trustee by the Company as having adopted one
                    or more
                    other Plans and as being authorized to adopt this Trust as the
                    funding
                    medium for such other Plan or Plans may, at any time thereafter,
                    adopt
                    this Trust for the purposes of such other Plan or Plans by filing
                    with the
                    Trustee a certified copy of a resolution of its Board of Directors
                    evidencing its election so to
                    do.

                


        

      

    

     

    Thereafter,
      the Trustee shall receive and hold as a part of the Trust Fund, subject to
      the
      provisions of this Trust Agreement, any deposits made to it under such Plans
      by
      or at the direction of such Employer. Should this paragraph become
      operative:

     

    
      	
              (a)

            	
              In
                the event of the withdrawal of a Plan from the trust or in the event
                of
                the Company's or an Employer's election to terminate or to fund separately
                the benefits provided under any of its Plans, the Company shall cause
                a
                valuation to be made of the share of the Trust Fund which is held
                for the
                benefit of persons having an interest therein under such Plans. The
                Trustee shall thereupon segregate and dispose of such share in accordance
                with the written direction of the Company accompanied by its certification
                to the Trustee that such segregation and disposition is in accordance
                with
                the terms of the Plans and the requirements of the
                law.

            


    

     

    
      	
              (b)

            	
              If
                the Company or any Employer receives notice that one or more of its
                Plans
                is no longer qualified under the provisions of Section 40l of the
                Code or
                the corresponding provisions of any future Federal revenue act, the
                Company shall immediately cause a valuation to be made of the share
                of the
                Trust Fund which is held for the benefit of such persons having an
                interest under such disqualified Plan or Plans. The Trustee shall
                thereupon segregate, withdraw from the Trust Fund, and dispose of
                such
                share in accordance with the terms of the disqualified Plan or Plans.
                The
                Company may direct the Trustee to dispose of such share by the transfer
                and delivery of such share to itself as trustee of a separate trust,
                the
                terms and conditions of which shall be identical with those of this
                Trust
                Agreement, except that either the Company or the Employer maintaining
                such
                disqualified Plan or Plans and the Trustee shall be the only parties
                thereto.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
      	(c)	
              In
                the event that any group of employees covered by a Plan is withdrawn
                from
                such Plan, the Company shall, if required by the terms of such Plan,
                cause
                a valuation to be made of the share of the Trust Fund which is held
                for
                the benefit of such group of employees. The Trustee shall thereupon
                segregate and dispose of such share in accordance with the direction
                of
                the Company accompanied by its certification to the Trustee that
                such
                segregation and disposition is in accordance with the terms of such
                Plan
                and the requirements of the law.

            


    

     

    The
      Trustee shall have no duty to see that the valuation of any share in accordance
      with the provisions of this Section l5.l is caused to be made by the Company,
      nor to segregate and dispose of any such share in the absence of the written
      direction of the Company to do so.

     

    15.2  Powers
      and Authorities of Other Employers to be Exercised Exclusively by
      Company.
      Each
      Employer, other than the Company, which is or shall become a party to this
      Trust
      Agreement, hereby irrevocably gives and grants to the Company full and exclusive
      power and authority to exercise all of the powers conferred upon it by the
      terms
      of this Trust Agreement and to take or refrain from taking any and all action
      which such Employer might otherwise take or refrain from taking with respect
      to
      this Trust Agreement, including the sole and exclusive power to exercise,
      enforce or waive any rights whatsoever which such Employer might otherwise
      have
      with respect to the Trust Fund, and each such Employer, by becoming a party
      to
      this Trust Agreement, irrevocably appoints the Company its agent for such
      purposes. The Trustee shall have no obligation to account to any such Employer
      or to follow the instructions of or otherwise deal with any such Employer,
      the
      intention being that the Trustee shall deal solely with the Company as if the
      Trustee and the Company were the only parties in this Trust
      Agreement.

     

    16. MISCELLANEOUS.

     

    16.1
      Governing
      Law.
      To the
      extent not inconsistent with ERISA, as heretofore or hereafter amended, the
      provisions of this Trust Agreement shall be governed by and construed in
      accordance with the laws of the State of Illinois.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    16.2
      No
      Reversion to Employers.
      Except
      as provided herein, no portion of the principal or the income of the Trust
      Fund
      shall revert to or be recoverable by the Company or any Employer or ever be
      used
      for or diverted to any purpose other than for the exclusive benefit of
      participants in the Plans and persons claiming under or through them pursuant
      to
      the Plans, provided, however, that:

     

    
      	
              (a)

            	
              if
                a contribution is conditioned upon the deductibility of the contribution
                under Section 404 of the Code, then, to the extent the deduction
                is
                disallowed, the Trustee shall, upon written request of the affected
                Employer or the Company, return such amounts as may be permitted
                by law to
                such Employer or the Company, as appropriate, within one year after
                the
                date the deduction is disallowed;
                and

            


    

     

    
      	
              (b)

            	
              if
                a contribution or any portion thereof is made by the Company or an
                Employer by a mistake of fact, the Trustee shall, upon written request
                of
                the Company or such Employer, return such amounts as may be permitted
                by
                law to the Company or such Employer, as appropriate, within one year
                after
                the date of payment to the Trustee or within such other period as
                is
                permitted by applicable law; and

            


    

     

    
      	
              (c)

            	
              if
                a contribution is conditioned upon the initial qualification of the
                Plan
                and Trust under Section 40l and 50l of the Code, and if the Plan
                receives
                an adverse determination with respect to its initial qualification,
                the
                contribution of the Company or an Employer to the Trust shall be
                returned
                by the Trustee to the Company or such Employer, as appropriate, within
                one
                year after such determination, but only if the application for the
                determination is made by the time prescribed by law for filing the
                Company’s or such Employer’s federal income tax return for the taxable
                year in which such Plan was adopted, or such later date as the Secretary
                of the Treasury may prescribe; and

            


    

     

    
      	
              (d)

            	
              in
                the event that a Plan whose assets are held in the Trust Fund is
                terminated, assets of such Plan may be returned to the Employer if
                all
                liabilities to participants and beneficiaries of such Plan have been
                satisfied; and

            


    

     

    
      	
              (e)

            	
              assets
                may be returned to the Employer to the extent that the law permits
                such
                transfer.

            


    

     

    The
      Trustee shall be under no obligation to return any part of the Trust Fund as
      provided in this Section l6.2 until the Trustee has received a written
      certification from the Employee Benefits Committee that such return is in
      compliance with this Section 16.2, the Plans and the requirements of the law.
      The Trustee shall rely conclusively on such written certification and shall
      be
      under no obligation to investigate or otherwise determine its
      propriety.

     

    16.3
      Non-Alienation
      of Benefits.
      No
      benefit to which a participant or his beneficiary is or may become entitled
      under a Plan shall at any time be subject in any manner to alienation or
      encumbrance, nor be resorted to, appropriated or seized in any proceeding at
      law, in equity or otherwise. No participant or other person entitled to receive
      a benefit under a Plan shall, except as specifically provided in such Plans,
      have power in any manner to transfer, assign, alienate or in any way encumber
      such benefit under such Plan, or any part thereof, and any attempt to do so
      shall be void.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    16.4
      Duration
      of Trust.
      Unless
      sooner terminated, the trust created under this Trust Agreement shall continue
      for the maximum period of time which the laws of the State of Illinois shall
      permit.

     

    16.5
      No
      Guarantees.
      Neither
      the Company, nor any Employer, nor the Trustee guarantees the Trust Fund from
      loss or depreciation, nor the payment of any amount which may become due to
      any
      person under the Plans or this Trust Agreement.

     

    16.6
      Duty
      to Furnish Information.
      Both
      the Company and the Trustee shall furnish to the other any documents, reports,
      returns, statements, or other information that the other reasonably deems
      necessary to perform its duties imposed under the Plans or this Trust Agreement
      or otherwise imposed by law.

     

    16.7
      Withholding.
      The
      Employee Benefits Committee shall withhold any tax which by any present or
      future law is required to be withheld from any payment under the Plans, unless
      the Trustee shall have agreed in writing to do so. The Employee Benefits
      Committee shall provide all information reasonably requested by the Trustee
      to
      enable the Trustee to so withhold.

     

     

    16.8
      Parties
      Bound.
      This
      Trust Agreement shall be binding upon the parties hereto, all participants
      in
      the Plans and persons claiming under or through them pursuant to the Plans,
      and,
      as the case may be, the heirs, executors, Employee Benefits Committees,
      successors, and assigns of each of them. The provisions of Article 5 shall
      survive termination of the Trust created under this Trust Agreement or
      resignation or removal of the Trustee for any reason.

     

    In
      the
      event of the merger or consolidation of the Company or any Employer or other
      circumstances whereby a successor person, firm or company shall continue to
      carry on all or a substantial part of its business, and such successor shall
      elect to carry on the provisions of the Plan or Plans applicable to such
      business, as therein provided, such successor shall be substituted hereunder
      for
      the Company or such Employer, as the case may be, upon the filing in writing
      of
      its election so to do with the Trustee. The Trustee may, but need not, rely
      on
      the certification of an officer of the Company, and a certified copy of a
      resolution of the Board of Directors of such successor, reciting the facts,
      circumstances and consummation of such succession and the election of such
      successor to continue the said Plan or Plans as conclusive evidence thereof,
      without requiring any additional evidence.

     

    16.9
      Necessary
      Parties to Disputes.
      Necessary parties to any accounting, litigation or other proceedings shall
      include only the Trustee, the Company and any appropriate Employers and the
      settlement or judgment in any such case in which the Company, the appropriate
      Employers and the Trustee are duly served or cited shall be binding upon all
      participants in the Plans and their beneficiaries and estates, and upon all
      persons claiming by, through or under them.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    16.10
      Unclaimed
      Benefit Payments.
      If any
      check or share certificate in payment of a benefit hereunder which has been
      mailed by regular US mail to the last address of the payee furnished the Trustee
      by the Company is returned unclaimed, the Trustee shall notify the Company
      and
      shall discontinue further payments to such payee until it receives the further
      instruction of the Company.

     

    16.11
      Severability.
      If any
      provisions of this Trust Agreement shall be held by a court of competent
      jurisdiction to be invalid or unenforceable, the remaining provisions of this
      Trust Agreement shall continue to be fully effective.

     

    16.12
      References.
      Unless
      the context clearly indicates to the contrary, a reference to a statute,
      regulation, document or provision shall be construed as referring to any
      subsequently enacted, adopted or executed counterpart.

     

    16.13
      Headings.
      Headings and subheadings in this Trust Agreement are inserted for convenience
      of
      reference only and are not to be considered in the construction of its
      provisions.

     

    16.14
      No
      Liability for Acts of Predecessor and Successor Trustees.
      The
      Trustee shall have no liability for the acts or omissions of any predecessors
      or
      successors in office.

     

    16.15
      Counterparts.
      This
      Trust Agreement may be executed in one or more counterparts, each of which
      shall
      constitute an original.

     

    16.16
      Acts
      of God.
      The
      Trustee shall not be responsible for any delay in performance, or
      non-performance, of any obligation hereunder to the extent that the same is
      due
      to forces beyond its reasonable control, including but not limited to delays,
      errors or interruptions caused by the Company, the Employee Benefits Committee,
      the Investment Committee or 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.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    16.17
      Terms
      of Plans.
      In no
      event shall the terms of any Plan, either expressly or by implication, be deemed
      to impose upon the Trustee any power or responsibility other than those set
      forth in this agreement. The Trustee may assume until advised to the contrary
      that each Plan and the Trust Fund is qualified under Section 401(a) and exempt
      from taxation under Section 501(a) of the Code, or under corresponding
      provisions of subsequent federal tax laws. The Trustee shall hold and safekeep
      all cash (or other property acceptable to the Trustee) contributed to the Trust
      Fund with respect to a Plan, but the Trustee shall have no responsibility to
      collect contributions, to determine whether the contributions comply with the
      provisions of the Plan or of ERISA nor to determine whether contributions are
      adequate to meet or discharge any liabilities under the Plans.

     

    16.18
      Retirement
      Equity Act.
      Except
      as otherwise directed by the Employee Benefits Committee, which direction shall
      be in compliance with all applicable provisions of the 1984 Retirement Equity
      Act, the relevant Plan and Section 401(a)(13) of the Code, any interest of
      a
      Participant or Beneficiary in the Trust Fund or any Plan or in any distribution
      therefrom shall not be subject to the claim of any creditor, any spouse for
      alimony or support, or others, or to legal process, and may not be voluntarily
      or involuntarily alienated or encumbered.

     

    16.19 Inability
      to Act.
      If for
      any reason the Trustee is unwilling or unable to act as to any property, such
      person or qualified corporation as the Trustee shall from time to time designate
      in writing shall act as special trustee as to that property. Any person or
      corporation acting as special trustee may resign at any time by written notice
      to the Trustee. Each special trustee shall have the powers granted to the
      Trustee by this agreement, to be exercised only with the approval of the
      Trustee, to which the net income and the proceeds from sale of any part or
      all
      of the property shall be remitted to be administered under this
      agreement.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties hereto have caused this instrument to be executed
      by their duly authorized officers as of the day and year first above
      written.

     

     

    
      	ATTEST: 	 	THE CHEMTURA CORPORATION 
	 	 	 
	_________________ 	 	BY:_______________________________ 
	 	 	 
	 	 	TITLE:____________________________ 


    

        

     

    The
      undersigned, _____________________, does hereby certify that he/she is the
      duly
      elected, qualified and acting Secretary of Chemtura
      Corporation
      (the
“Company”) and further certifies that the person whose signature appears above
      is a duly elected, qualified and acting officer of the Company with full power
      and authority to execute this Trust Agreement on behalf of the Company and
      to
      take such other actions and execute such other documents as may be necessary
      to
      effectuate this Agreement.

     

     

    
      	_________________________ 	 	 
	
              Secretary

            	 	 
	Chemtura
              Corporation	 	 
	 	 	 
	 	 	 


    

    
      	ATTEST: 	 	THE NORTHERN TRUST COMPANY
	 	 	 
	_________________ 	 	BY:_______________________________ 
	 	 	
              Vice
                President

            




     

    
      
        
        

      

      29