INVESTMENTS, EARNINGS THEREON, AND ALL ACCOUNTS, BOOKS AND RECORDS RELATED TO
SUCH INVESTMENTS SHALL BE OPEN TO INSPECTION BY ANY PERSON DESIGNATED BY THE
COMPANY OR THE ADMINISTRATOR.
ALL ACCOUNTS OF THE TRUSTEE SHALL BE KEPT ON AN
ACCRUAL BASIS.
IF, DURING THE TERM OF THIS TRUST AGREEMENT, THE DEPARTMENT OF
LABOR ISSUES REGULATIONS UNDER ERISA REGARDING THE VALUATION OF SECURITIES OR
OTHER ASSETS FOR PURPOSES OF THE REPORTS REQUIRED BY ERISA, THE TRUSTEE SHALL
USE SUCH VALUATION METHODS FOR PURPOSES OF THE ACCOUNTS DESCRIBED BY THIS
SUBPARAGRAPH.
IF THE ADMINISTRATOR DETERMINES THAT THERE IS NOT A GENERALLY
RECOGNIZED MARKET (AS CONTEMPLATED BY SECTION 3(18)(A) OF ERISA) FOR SHARES OF
COMPANY STOCK, ALL VALUATIONS OF SHARES OF COMPANY STOCK SHALL INITIALLY BE MADE
BY AN INDEPENDENT APPRAISER (AS DESCRIBED IN SECTION 401(A)(28)(C) OF THE CODE)
("INDEPENDENT APPRAISER") RETAINED BY THE TRUSTEE, AND REVIEWED AND FINALIZED BY
4
THE TRUSTEE, IN ACCORDANCE WITH SECTION 3(18)(B) OF ERISA.
THE COMPANY MAY
APPROVE SUCH ACCOUNTING BY WRITTEN NOTICE OF APPROVAL DELIVERED TO THE TRUSTEE
OR BY FAILURE TO EXPRESS OBJECTION TO SUCH ACCOUNTING IN WRITING DELIVERED TO
THE TRUSTEE WITHIN ONE HUNDRED TWENTY (120) DAYS FROM THE DATE UPON WHICH THE
ACCOUNTING WAS DELIVERED TO THE COMPANY.
UPON THE RECEIPT OF A WRITTEN APPROVAL
OF THE ACCOUNTING, OR UPON THE PASSAGE OF THE PERIOD OF TIME WITHIN WHICH
OBJECTION MAY BE FILED WITHOUT WRITTEN OBJECTIONS HAVING BEEN DELIVERED TO THE
TRUSTEE, SUCH ACCOUNTING SHALL BE DEEMED TO BE APPROVED, AND THE TRUSTEE SHALL
BE RELEASED AND DISCHARGED AS TO ALL ITEMS, MATTERS AND THINGS SET FORTH IN SUCH
ACCOUNT, AS FULLY AS IF SUCH ACCOUNTING HAD BEEN SETTLED AND ALLOWED BY DECREE
OF A COURT OF COMPETENT JURISDICTION IN AN ACTION OR PROCEEDING IN WHICH THE
TRUSTEE, THE COMPANY AND ALL PERSONS HAVING OR CLAIMING TO HAVE ANY INTEREST IN
THE TRUST FUND OR UNDER THE PLAN WERE PARTIES.
(J)
AS DIRECTED BY THE ADMINISTRATOR, TO PAY
ANY ESTATE, INHERITANCE, INCOME OR OTHER TAX, CHARGE OR ASSESSMENT ATTRIBUTABLE
TO ANY BENEFIT WHICH IT SHALL OR MAY BE REQUIRED TO PAY OUT OF SUCH BENEFIT; AND
TO REQUIRE BEFORE MAKING ANY PAYMENT SUCH RELEASE OR OTHER DOCUMENT FROM ANY
TAXING AUTHORITY AND SUCH INDEMNITY FROM THE INTENDED PAYEE AS THE TRUSTEE SHALL
DEEM NECESSARY FOR ITS PROTECTION.
(K)
TO EMPLOY AND TO REASONABLY RELY UPON
INFORMATION AND ADVICE FURNISHED BY AGENTS, ATTORNEYS, APPRAISERS, ACCOUNTANTS
OR OTHER PERSONS OF ITS CHOICE FOR SUCH PURPOSES AS THE TRUSTEE CONSIDERS
NECESSARY FOR THE PROPER ADMINISTRATION OF THE TRUST.
(L)
TO ASSUME, UNTIL ADVISED TO THE
CONTRARY, THAT THE TRUST EVIDENCED BY THIS AGREEMENT IS QUALIFIED UNDER
SECTION 401(A) OF THE CODE AND IS ENTITLED TO TAX-EXEMPT STATUS UNDER SECTION
501(A) THEREOF.
(M)
TO INVEST AND REINVEST THE ASSETS OF THE TRUST
FUND IN PERSONAL PROPERTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO BONDS,
NOTES, DEBENTURES, MORTGAGES, EQUIPMENT TRUST CERTIFICATES, INVESTMENT TRUST
CERTIFICATES, GUARANTEED INVESTMENT CONTRACTS, PREFERRED OR COMMON STOCK, AND
REGISTERED INVESTMENT COMPANIES.
(N)
TO