OR OTHER PARTY THAT MAY BE GRANTED CORPORATE TRUSTEE POWERS UNDER
STATE LAW, AS A SUCCESSOR TO REPLACE TRUSTEE UPON RESIGNATION OR REMOVAL.
THE
APPOINTMENT SHALL BE EFFECTIVE WHEN ACCEPTED IN WRITING BY THE NEW TRUSTEE, WHO
SHALL HAVE ALL OF THE RIGHTS AND POWERS OF THE FORMER TRUSTEE, INCLUDING
OWNERSHIP RIGHTS IN THE TRUST ASSETS.
THE FORMER TRUSTEE SHALL EXECUTE ANY
INSTRUMENT NECESSARY OR REASONABLY REQUESTED BY COMPANY OR THE SUCCESSOR TRUSTEE
TO EVIDENCE THE TRANSFER.
(B)
THE SUCCESSOR TRUSTEE NEED NOT BUT MAY, IN THE DISCRETION OF THE
SUCCESSOR TRUSTEE OR COMPANY EXAMINE THE RECORDS AND ACTS OF ANY PRIOR TRUSTEE
AND MAY RETAIN OR DISPOSE OF EXISTING TRUST ASSETS, SUBJECT TO SECTION 7 AND 8
HEREOF.
THE SUCCESSOR TRUSTEE SHALL NOT BE RESPONSIBLE FOR AND COMPANY SHALL
INDEMNIFY AND DEFEND THE SUCCESSOR TRUSTEE FROM ANY CLAIM OR LIABILITY RESULTING
FROM ANY ACTION OR INACTION OF ANY PRIOR TRUSTEE OR FROM ANY OTHER PAST EVENT OR
ANY CONDITION EXISTING AT THE TIME IT BECOMES SUCCESSOR TRUSTEE.
SECTION 12.
AMENDMENT OR TERMINATION.
(A)
THIS TRUST AGREEMENT MAY BE AMENDED BY A WRITTEN INSTRUMENT
EXECUTED BY TRUSTEE AND COMPANY.
NOTWITHSTANDING THE FOREGOING, NO SUCH
AMENDMENT SHALL CONFLICT WITH THE TERMS OF THE PLANS OR MAKE THE TRUST REVOCABLE
AFTER IT HAS BECOME IRREVOCABLE IN ACCORDANCE WITH SECTION 1(B) HEREOF.
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(B)
THE TRUST SHALL NOT TERMINATE UNTIL THE DATE ON WHICH PARTICIPANTS
AND THEIR BENEFICIARIES ARE NO LONGER ENTITLED TO BENEFITS PURSUANT TO THE TERMS
OF EACH OF THE PLANS.
UPON TERMINATION OF THE TRUST ANY ASSETS REMAINING IN THE
TRUST SHALL BE RETURNED TO COMPANY.
(C)
UPON WRITTEN APPROVAL OF PARTICIPANTS OR BENEFICIARIES ENTITLED TO
PAYMENT OF BENEFITS PURSUANT TO THE TERMS OF EACH OF THE PLANS, COMPANY MAY
TERMINATE THIS TRUST PRIOR TO THE TIME ALL BENEFIT PAYMENTS UNDER EACH OF THE
PLANS HAVE BEEN MADE.
ALL ASSETS IN THE TRUST AT TERMINATION SHALL BE RETURNED
TO COMPANY.
SECTION 13.
MISCELLANEOUS.
(A)
ANY PROVISION OF THIS TRUST AGREEMENT PROHIBITED BY LAW SHALL BE
INEFFECTIVE TO THE EXTENT OF ANY SUCH PROHIBITION, WITHOUT INVALIDATING THE
REMAINING PROVISIONS HEREOF.
(B)
BENEFITS PAYABLE TO PARTICIPANTS ARID THEIR BENEFICIARIES UNDER
THIS TRUST AGREEMENT MAY NOT BE ANTICIPATED, ASSIGNED (EITHER AT LAW OR IN
EQUITY), ALIENATED, PLEDGED, ENCUMBERED OR SUBJECTED TO ATTACHMENT, GARNISHMENT,
LEVY, EXECUTION OR OTHER LEGAL OR EQUITABLE PROCESS.
(C)
THIS TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
SECTION 14.
NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY,
THE TRUSTEE SHALL DEFEND AND HOLD THE COMPANY, PARTICIPANTS AND BENEFICIARIES
HARMLESS FROM, AND INDEMNIFY THE COMPANY, PARTICIPANTS AND BENEFICIARIES
AGAINST, ANY AND ALL LIABILITY, LOSS, DAMAGES, COURT COSTS OR REASONABLE
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) WHICH THE
COMPANY, PARTICIPANTS AND BENEFICIARIES INCUR OR SUFFER (INCLUDING, WITHOUT
LIMITATION, ANY
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OBLIGATIONS UNDER THE PLANS) AS A RESULT PF THE TRUST ASSETS BECOMING SUBJECT TO
ALIENATION, TRANSFER, ASSIGNMENT, GARNISHMENT, EXECUTION OR LEVY OF ANY KIND AS
A RESULT OF THE