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<br />RETAIN BOOKLET
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<br />ARTICLE VI
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<br />Investments
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<br />6.1 The Employer may appoint one or more investment managers to manage and control all or part of the
<br />assets of the Trust and the Employer shall notify the Trustee in writing of any such appointment.
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<br />6.2 The Trustee shall not have any discretion or authority with regard to the investment of the Trust and
<br />shall act solely as a directed Trustee of the assets of which it holds title. To the extent directed by the
<br />Employer (or Participants, their Spouses and Dependents, or Beneficiaries to the extent provided herein)
<br />the Trustee is authorized and empowered with the following powers, rights and duties, each of which the
<br />Trustee shall exercise in a nondiscretionary manner:
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<br />(a) To cause stocks, bonds, securities, or other investments to be registered in its name as Trustee
<br />or in the name of a nominee, or to take and keep the same unregistered;
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<br />(b) To employ such agents and legal counsel as it deems advisable or proper in connection with its
<br />duties and to pay such agents and legal counsel a reasonable fee. The Trustee shall not be
<br />liable for the acts of such agents and counselor for the acts done in good faith and in reliance
<br />upon the advice of such agents and legal counsel, provided it has used reasonable care in
<br />selecting such agents and legal counsel;
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<br />(c) To exercise where applicable and appropriate any rights of ownership in any contracts of
<br />insurance in which any part of the Trust may be invested and to pay the premiums thereon;
<br />and
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<br />(d) At the direction of the Employer (or Participants, their Spouses, their Dependents, their Benefi-
<br />ciaries, or the investment manager, as the case may be) to sell, write options on, conveyor
<br />transfer, invest and reinvest any part thereof in each and every kind of property, whether real,
<br />personal or mixed, tangible or intangible, whether income or non-income producing and
<br />wherever situated, including but not limited to, time deposits (including time deposits in the
<br />Trustee or its affiliates, or any successor thereto, if the deposits bear a reasonable rate of
<br />interest), shares of common and preferred stock, mortgages, bonds, leases, notes, debentures,
<br />equipment or collateral trust certificates, rights, warrants, convertible or exchangeable securi-
<br />ties and other corporate, individual or government securities or obligations, annuity, retire-
<br />ment or other insurance contracts, mutual funds (including funds for which the Trustee or its
<br />affiliates serve as investment advisor, custodian or in a similar or related capacity), or in units
<br />of any other common, collective or commingled trust fund,
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<br />6.3 Notwithstanding anything to the contrary herein, the assets of the Plan shall be held by the Trustee as
<br />title holder only. Persons holding custody or possession of assets titled to the Trust shall include the
<br />Employer, the Administrator, the investment manager, and any agents and subagents, but not the Trustee.
<br />The Trustee shall not be responsible or liable for any loss or expense which may arise from or result from
<br />compliance with any direction from the Employer, the Administrator, the investment manager, or such
<br />agents to take title to any assets nor shall the Trustee be responsible or liable for any loss or expense
<br />which may result from the Trustee's refusal or failure to comply with any direction to hold title, except if
<br />the same shall involve or result from the Trustee's negligence or intentional misconduct. The Trustee may
<br />refuse to comply with any direction from the Employer, the Administrator, the investment manager, or
<br />such agents in the event that the Trustee. in its sole and absolute discretion, deems such direction illegal.
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<br />6.4 The Employer hereby indemnifies and holds the Trustee harmless from any and all actions, claims,
<br />demands, liabilities, losses, damages or reasonable expenses of whatsoever kind and nature in connection
<br />with or arising out of (i) any action taken or omitted in good faith by the Trustee in accordance with the
<br />directions of the Employer or its agents and subagents hereunder, or (ii) any disbursements of any part of
<br />the Trust made by the Trustee in accordance with the directions of the Employer, or (iii) any action taken
<br />by or omitted in good faith by the Trustee with respect to an investment managed by an investment
<br />manager in accordance with any direction of the investment manager or any inaction with respect to any
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