FOR
SUCH PAYMENTS, EXCEPT AS A RESULT OF THE TRUSTEE'S ACTS OR OMISSIONS
CONSTITUTING NEGLIGENCE, BAD FAITH, FRAUD OR WILLFUL MISCONDUCT OR A BREACH OF
THE TRUSTEE'S FIDUCIARY RESPONSIBILITY UNDER APPLICABLE LAW, OR ANY PROVISION OF
THIS TRUST AGREEMENT AND PROVIDED, HOWEVER, THAT THE FOREGOING INDEMNITY SHALL
NOT DIRECTLY APPLY WITH RESPECT TO ANY DISPUTE BETWEEN THE PARTIES TO THIS TRUST
AGREEMENT.
IF COMPANY DOES NOT PAY SUCH COSTS, EXPENSES AND
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LIABILITIES TO THE EXTENT TO WHICH IT IS OBLIGATED PURSUANT TO THE FOREGOING
SENTENCE IN A REASONABLY TIMELY MANNER, TRUSTEE MAY OBTAIN PAYMENT FROM THE
TRUST.
ANYTHING HEREINABOVE TO THE CONTRARY NOTWITHSTANDING, ANY OBLIGATION OF
COMPANY TO INDEMNIFY AND HOLD HARMLESS THE TRUSTEE SHALL BE EXPRESSLY
CONDITIONED ON THE TRUSTEE GIVING PRIOR WRITTEN NOTICE TO COMPANY OF ANY SUCH
LIABILITY AND OF EACH SUBSTANTIAL DEVELOPMENT WITH RESPECT THERETO AND THE
TRUSTEE GIVING COMPANY AN OPPORTUNITY TO DEFEND OR SETTLE THE SAME BY COUNSEL
SELECTED BY COMPANY AND APPROVED BY TRUSTEE (WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD).
THE TRUSTEE SHALL HAVE THE RIGHT TO RETAIN ITS OWN
COUNSEL AT ITS OWN EXPENSE IN ANY SUCH PROCEEDING IF IT DEEMS, IN ITS REASONABLE
JUDGMENT, ITS INTERESTS AND COMPANY'S TO BE SUFFICIENTLY IN CONFLICT THAT THEY
COULD NOT BE REPRESENTED BY THE SAME COUNSEL.
(C)
TRUSTEE MAY CONSULT WITH LEGAL COUNSEL (WHO MAY ALSO BE COUNSEL
FOR COMPANY GENERALLY) WITH RESPECT TO ANY OF ITS DUTIES OR OBLIGATIONS
HEREUNDER.
(D)
TRUSTEE MAY HIRE AGENTS, ACCOUNTANTS, ACTUARIES, INVESTMENT
ADVISORS, FINANCIAL CONSULTANTS OR OTHER PROFESSIONALS TO ASSIST IT IN
PERFORMING ANY OF ITS DUTIES OR OBLIGATIONS HEREUNDER.
(E)
TRUSTEE SHALL HAVE, WITHOUT EXCLUSION, ALL POWERS CONFERRED ON
TRUSTEES BY APPLICABLE LAW, UNLESS EXPRESSLY PROVIDED OTHERWISE HEREIN,
PROVIDED, HOWEVER, THAT IF AN INSURANCE POLICY IS HELD AS AN ASSET OF THE TRUST,
TRUSTEE SHALL HAVE NO POWER TO NAME A BENEFICIARY OF THE POLICY OTHER THAN THE
TRUST, TO ASSIGN THE POLICY (AS DISTINCT FROM CONVERSION OF THE POLICY TO A
DIFFERENT FORM) OTHER THAN TO A SUCCESSOR TRUSTEE, OR TO LOAN TO ANY PERSON THE
PROCEEDS OF ANY BORROWING AGAINST SUCH POLICY.
(F)
NOTWITHSTANDING ANY POWERS GRANTED TO TRUSTEE PURSUANT TO THIS
TRUST AGREEMENT OR TO APPLICABLE LAW, TRUSTEE SHALL NOT HAVE ANY POWER THAT
COULD GIVE THIS TRUST THE
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OBJECTIVE OF CARRYING ON A BUSINESS AND DIVIDING THE GAINS THEREFROM, WITHIN THE
MEANING OF SECTION 301.7701-2 OF THE PROCEDURE AND ADMINISTRATIVE REGULATIONS
PROMULGATED PURSUANT TO THE INTERNAL REVENUE CODE.
(G)
EXCEPT AS PROVIDED IN SECTION 14, UNLESS RESULTING FROM THE
TRUSTEE'S NEGLIGENCE, WILLFUL MISCONDUCT, LACK OF GOOD FAITH, OR BREACH OF ITS
DUTIES UNDER THIS AGREEMENT, THE COMPANY SHALL INDEMNIFY AND SAVE HARMLESS THE
TRUSTEE FROM, AGAINST, FOR AND IN RESPECT OF ANY AND ALL DAMAGES, LOSSES,
OBLIGATIONS, LIABILITIES, LIENS, DEFICIENCIES, COSTS AND EXPENSES, INCLUDING
WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES INCIDENT TO ANY SUIT, ACTION,
INVESTIGATION, CLAIM OR PROCEEDINGS SUFFERED, SUSTAINED, INCURRED OR REQUIRED TO
BE PAID BY THE TRUSTEE IN CONNECTION WITH THE PLAN OR THIS AGREEMENT,