CASH AS
PROVIDED HEREIN.
(C)
AS DIRECTED BY THE ADMINISTRATOR, TO MAKE
DISTRIBUTIONS FROM THE TRUST FUND TO SUCH PERSONS OR TRUSTS, IN SUCH MANNER, AT
SUCH TIMES AND IN SUCH FORMS AS DIRECTED WITHOUT INQUIRING AS TO WHETHER A PAYEE
IS ENTITLED TO THE PAYMENT, OR AS TO WHETHER A PAYMENT IS PROPER, AND WITHOUT
LIABILITY FOR A PAYMENT MADE IN GOOD FAITH WITHOUT ACTUAL NOTICE OR KNOWLEDGE OF
THE CHANGED CONDITION OR STATUS OF THE PAYEE.
IF ANY PAYMENT OF BENEFITS
DIRECTED TO BE MADE FROM THE TRUST FUND BY THE TRUSTEE IS NOT CLAIMED, THE
TRUSTEE SHALL NOTIFY THE ADMINISTRATOR OF THAT FACT PROMPTLY.
THE ADMINISTRATOR
SHALL MAKE A DILIGENT EFFORT TO ASCERTAIN THE WHEREABOUTS OF THE PAYEE OR
DISTRIBUTEE OF BENEFITS RETURNED UNCLAIMED.
THE
3
TRUSTEE SHALL DISPOSE OF SUCH PAYMENTS AS THE ADMINISTRATOR SHALL DIRECT.
THE
TRUSTEE SHALL HAVE NO OBLIGATION TO SEARCH FOR OR ASCERTAIN THE WHEREABOUTS OF
ANY PAYEE OR DISTRIBUTEE OF BENEFITS FROM THE TRUST FUND.
(D)
TO VOTE OR EXERCISE OTHER RIGHTS WITH
RESPECT TO ANY "COMPANY STOCK" (AS DEFINED IN THE PLAN) IN THE TRUST FUND AT ITS
DISCRETION, EXCEPT TO THE EXTENT PROVIDED IN THE PLAN, AND TO VOTE OR EXERCISE
OTHER RIGHTS WITH REGARD TO ANY OTHER STOCKS, BONDS OR OTHER SECURITIES HELD IN
THE TRUST, OR OTHERWISE CONSENT TO OR REQUEST ANY ACTION ON THE PART OF THE
ISSUER IN PERSON, BY PROXY OR POWER OF ATTORNEY.
(E)
TO CONTRACT OR OTHERWISE ENTER INTO
TRANSACTIONS BETWEEN THE TRUST AND THE COMPANY OR ANY COMPANY SHAREHOLDER OR
OTHER PERSON, FOR THE PURPOSE OF ACQUIRING, SELLING, OR EXCHANGING COMPANY STOCK
AND, TO RETAIN IN THE TRUST FUND ANY COMPANY STOCK SO ACQUIRED.
(F)
TO COMPROMISE, CONTEST, ARBITRATE, SETTLE
OR ABANDON CLAIMS AND DEMANDS BY OR AGAINST THE TRUST FUND.
(G)
TO BEGIN, MAINTAIN OR DEFEND ANY LITIGATION
NECESSARY IN CONNECTION WITH THE INVESTMENT, REINVESTMENT AND ADMINISTRATION OF
THE TRUST.
(H)
TO REPORT TO THE COMPANY AS OF THE LAST DAY
OF EACH PLAN YEAR (WHICH SHALL BE THE SAME AS THE TRUST'S FISCAL YEAR), AS OF
ANY "ACCOUNTING DATE" AS DEFINED IN THE PLAN (OR AS SOON THEREAFTER AS
PRACTICABLE), OR AT SUCH OTHER TIMES AS MAY BE REQUIRED UNDER THE PLAN, THE THEN
"NET WORTH" OF THE TRUST FUND, THAT IS, THE FAIR MARKET VALUE OF ALL PROPERTY
HELD IN THE TRUST FUND, REDUCED BY ANY LIABILITIES OTHER THAN LIABILITIES TO
PARTICIPANTS IN THE PLAN AND THEIR BENEFICIARIES, AS DETERMINED BY THE TRUSTEE.
(I)
TO FURNISH TO THE COMPANY AN ANNUAL
WRITTEN ACCOUNT OR ACCOUNTS FOR SUCH OTHER PERIODS AS MAY BE REQUIRED UNDER THE
PLAN, SHOWING THE NET WORTH OF THE TRUST FUND AT THE END OF THE PERIOD, ALL
INVESTMENTS, RECEIPTS, DISBURSEMENTS AND OTHER TRANSACTIONS MADE BY THE TRUSTEE
DURING SUCH PERIOD, AND SUCH OTHER INFORMATION AS THE TRUSTEE MAY POSSESS WHICH
THE ADMINISTRATOR REQUIRES IN ORDER TO COMPLY WITH THE REPORTING AND DISCLOSURE
REQUIREMENTS OF ERISA.
THE TRUSTEE SHALL KEEP ACCURATE ACCOUNTS OF ALL