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HomeMy WebLinkAboutDeferred Comp Plan TrusteeRESOLUTION 2008-1052 ADOPTED DOC ID: 4437 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2008-1052 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON DECEMBER 2, 2008: WHEREAS, State Street Bank and Trust Company ("State Street") currently serves as passive, nondiscretionary Trustee for the Town Of Southold Deferred Compensation Plan (the "Plan"); and WHEREAS, State Street has provided notice to Hartford Life Insurance Company that it will no longer provide these services to our customers beyond January 9, 2009; and WHEREAS, as a result, it is desirable to remove State Street as passive, nondiscretionary Trustee of the trust for the Plan and to appoint Reliance Trust Company ("RTC") as successor passive, nondiscretionary Trustee of the trust for the Plan; and now THEREFORE BE IT RESOLVED, that State Street is hereby removed as passive, nondiscretionary Trustee of the trust for the Plan, and that Reliance Trust Company is hereby appointed as successor passive, nondiscretionary Trustee for the trust for the Plan; and Be it FURTHER RESOLVED, that the Supervisor of the Town of Southold, on behalf of the Board, is hereby authorized~ empowered and directed to execute any and ali documents required to effectuate each removal and appointment~ including but not limited to the enclosed Trustee Removal and Appointment~ and to take such actions as are necessary. ~ aogrol~riate or advisable to effectuate the foreaoin~, resolution. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] Resolution 2008-1052 Board Meeting of December 2, 2008 MOVER: Thomas H. Wickham, Councilman SECONDER: Louisa P. Evans, Justice AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans, Russell Updated: 12/1/2008 I 1:30 AM by Lynda Rudder Page 2 August 13, 2009 John Cushman Town Of Southold Po Box 1179 53095 Main Road Southold, NY 11971 TRUSTED 200 YEARS THE HARTFORD Re: Administrative Services Agreement Amendment 30013, Town Of Southold Deferred Compensation Plan Dear Plan Sponsor, You previously entered into an Administrative Services Agreement with The Hartford. The Adnfinistrative Services Agreement describes certain nondiscretionary mcordkeeping, reporting and processing services, which The Hartford is currently providing on your behalf. In order for The Hartford to maintain accurate addresses on file for Plan Participants, effective November 1, 2009, The Hartford will implement an enhanced process to identify and correct stale Plan Participant addresses. As a result of this service change, The Hartford has amended the Administrative Services Agreement mentioned above. Please review the a~ached "Amendment to Administrative Services Agreement, Undeliverable Mail Procedures," which describes the services that The Hartford will be providing and your role as Plan Sponsor. If you have any questions regarding the enclosed information, please contact your plan manager, the 457 Select Team at 1- 800-637-6444 and enter extension 47085. Enclosure The Hartford Retirement Plan Solutions I Griffin Road North Windsor, CT 06095-1512 Mailing Address: P.O. Box 1583 Hartford, CT 06144-1583 The Hartford is The Hartford Financial Services Group, Inc. and its subsidiaries, including Hartford Life Insurance Company, Hartford Retirement Services, LLC, and Hartford Securities Distribution Company, Inc. ("HSD"). HSD (member FINRA and SIPC), a registered broker / dealer affiliate of The Hartford. Retirement programs can be funded by group fixed or variable annuiiy products & funding agreements issued by Hartford Life Insurance Company (Simsbury, CT). Group variable contracts are underwritten and distributed by HSD, where applicable. Retirement programs can also invest in mutual funds through custodial accounts. Before investing, you should carefully consider the investment objectives, risks, charges and expenses of the mutual funds or The Hartford's group variable annuity products and funding agreements, and their underlying funds. For fund and product prospectuses and/or a disclosure document containing this and other information, contact your investment professional or visit our website. Read them carefully. Group(s): 30013, Town Of Southold Deferred Compensation Plan AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT UNDELIVERABLE MAIL PROCEDURES WHEREAS, Hartford Life Insurance Company (hereinafter "Hartford Life") previously entered into an Administrative Services Agreement (hereinafter "Agreement") with the Plan Sponsor to provide certain nondiscretionary recordkeeping, reporting and processing services to the Plan on behalf of the Plan Sponsor; and WHEREAS, under the terms of the Agreement, Hartford Life reserves the right to amend the Agreement upon advance written notice to the Plan Sponsor; NOW THEREFORE, the Agreement is hereby amended as set forth herein. This Amendment is attached to and made a part of the Agreement and is effective on November 1,2009. The terms of the Agreement shall apply herein except as may be otherwise provided by the terms of this Amendment. Section A Hartford Life Responsibilities. Hartford Life shall utilize the United States Postal Service's National Change of Address Program to update the addresses of Plan Participants. Hartford Life may also utilize other research and location identification methods to update Plan Participant addresses. Hartford Life will confirm any change of address to the Participant. Section B Plan Sponsor Responsibilities. Plan Sponsor shall be responsible for maintaining and updating Participant addresses on file with Hartford Life. Plan Sponsor shall provide Hartford Life with updates of Participant addresses at least annually. Section C Stop Mail Procedures. Hartford Life may cease the mailing of Participant reports described under the Agreement to Participant addresses on file that are deemed to be stale in accordance with Hartford Life's most recently effective Stop Mail administrative procedures. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed. For Hartford Life Insurance Company: By: Kathleen Ciullo, Vice President Retirement Plans Services Undeliverable Mail Procedures - Gov/HETE TRUSTEE REMOVAL AND APPOINTMENT ~_.t yo. o umant " l.n own Deferred Compensation Plan (the "Plan"), State Street Bank and Trust Company, as trustee C~State Street"), has the authoriW to resign at any time effective upon 30 days advance wri~en notice to the Adopting Employer or an earlier date as othe~ise agreed between the Adopting Employer and the trustee; and WHEREAS, also pursuant to your Plan Document, the Adopting Employer has the authority to remove and appoint one or more trustees for the trust established and maintained for the Plan; and WHEREAS, State Street has given its Notice of Resignation to the Adopting Employer; and WHEREAS, Reliance Trust Company ("RTC") has agreed to be available to serve as successor passive, nondiscretionary trustee for the Plan, pursuant to the Plan Document; and WHEREAS, the Employer wishes to appoint RTC as successor trustee for the Plan and direct its recordkeeper, Hartford Life Insurance Company/Hartford Securities Distribution Company ("Hartford"), to take the any steps necessary and appropriate in support of such appointment. Now THEREFORE: 1. Authority to Remove, Appoint Trustee; Execute Appointment. The undersigned hereby confirms that it is the Adopting Employer identified in the Plan Document and is authorized to remove and appoint one or more trustees for the Plan. The undersigned further confirms that he/she is duly authorized and appointed to execute this Removal and/or Appointment on behalf of the Adopting Employer. 2. Removal of Trustee; Appointment of Successor Trustee. The Adopting Employer does hereby remove State Street as Trustee and appoints RTC as Trustee for the Plan as of the Effective Date (as indicated below). 3. Acceptance by RTC. Subject to State Street's satisfaction of the requirements set forth in your Plan Document to accomplish its removal and RTC's appointment, RTC does hereby accept its appointment as passive, nondiscretionary Trustee for the Plan and accepts title to the assets of the Plan as soon as practicable following the Effective Date. 4. Reliance on Existing Documents. The Adopting Employer hereby acknowledges and agrees that RTC shall hereafter be a party to and entitled to rely on: (a) the existing trust provisions in the Plan Document, (b) any funding policy on file for the Plan, and (c) any existing investment direction on file for the Plan. The Adopting Employer hereby confirms and directs RTC that it may continue to accept from and rely on the direction of the individuals identified as authorized signers as currently on file with Hartford. 5. Necessary, P,c~61 Provided the passing of the 30 day notice period in State Street's Notice of Resignation bas ~o~'~4~6~fir~ State Street hereby agrees to its earlier removal as Trustee, or, if not, the Notional ~es,~_~nation shall be effective according to its terms. In either case, State Street shall perform l~n35ian~Yall(~oti~n~ r~e~ired of the Trustee pursuant to the Plan Document to effectuate its removal and RTC's appo~n~tfi~nt, including but not limited to the transfer of title to the plan assets to RTC an~'th~prgvision to the Adopting Employer of an accounting of the Plan. The GPlanLevel PASSTTEE 030013 Adopting Employer hereby directs Hartford, State Street and RTC and their agents to take such nondiscretionary actions that they determine are reasonable and necessary to effectuate the removal and appointment accomplished hereunder. 6. Administrative Services Agreement. The Adopting Employer hereby agrees that its Administrative Services Agreement with Hartford is deemed updated to remove all references to State Street and replaces such references with the following: "Reliance Trust Company or such other trust company as properly appointed by the authorized Plan fiduciary.' 7. Counterparts. This Trustee Removal and Appointment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. 8. Hartford as Trust Agent. The Employer hereby acknowledges and agrees that, as recordkeeper for the Plan, Hartford shall provide administration services to RTC and, where appropriate, act as the agent for RTC for trustee and custodial administration functions and responsibilities, other than trustee administrative functions and responsibilities pertaining to employer stock and other unitized funding vehicles, assumed by RTC as Trustee pursuant to one or more agreements between RTC and Hartford. Signedthis I.~ dayof ~C(.',~.~3~( , 2008 ("Effective Date") by: ADOPTING EMPLOYER (AUTHORIZED SIGNER) Name: Signature Scott~~,e 11~ A. Title: Supmrvi sor ACCEPTANCE BY RELIANCE TRUST COMPANY (AUTHORIZED SIGNER) I S,gnature0__ ACKNOWLEDGED AND AGREED BY STATE STREET BANK AND TRUST COMPANY Name: Lynne M. Eagleson Title: Vice President Signature: GPlanLevel PASSTTEE 030013 RESOLUTIONS / UNANIMOUS CONSENT WHEREAS, State Street Bank and Trust Company ("State Street") currently serves as passive, nondiscretionary Trustee for the Town Of Southold Deferred Compensation Plan (the "Plan"); and WHEREAS, State Street has provided notice to Hartford Life Insurance Company that it will no longer provide these services to our customers beyond January 9, 2009; and WHEREAS, as a result, it is desirable to remove State Street as passive, nondiscretionary Trustee of the trust for the Plan and to appoint Reliance Trust Company ("RTC') as successor passive, nondiscretionary Trustee of the trust for the Plan; and NOW THEREFORE BE IT RESOLVED, that State Street is hereby removed as passive, nondiscretionary Trustee of the trust for the Plan, and that Reliance Trust Company is hereby appointed as successor passive, nondiscretionary Trustee for the trust for the Plan; and FURTHER RESOLVED, that (insert name of employee, council member, etc.), on behalf of the Board, is hereby authorized, empowered and directed to execute any and all documents required to effectuate each removal and appointment, including but not limited to the enclosed Trustee Removal and Appointment, and to take such actions as are necessary, appropriate or advisable to effectuate the foregoing resolution. Certification of Adoption I hereby certify that the following resolutions were duly and properly authorized and adopted by the Employer at a properly convened meeting, or via such other means as are permitted by the applicable bylaws (e.g., unanimous consent), standing rules or other governing documents. Signed this t./t.-/';( day of ..~o~/;l .~. ,2008 by: Scott A, RUssell Name of Authorized Signer Supervisor [Attach additional page(s) for additional signature blocks for unanimous consent.] 2914 Hl ¥ g PASSTTEE 030013 TRUST AGREEMENT This Trust Agreement is made and entered into as of the ZF~° day of t;~w~ _, 20o~, by and among ~14~ ~6c,~3 O~ ,50~z Otoc.r~ , (hereinafter referred to as the "Employer") and Reliance Trust Company (hereinafter referred to as the "Trustee"). WITNESSETH: The Employer established the TO, o~ c~ 5o,-ff/40¢) gr~,gA'~co c~,~?a~o~ Pc4-~ (the "Plan"), a plan under Section 457 of the Internal Revenue Code. Pursuant to Section 1448 of the Small Business Job Protection Act of 1996 (the "Act") Section 457 plans are required to establish a trust to hold the assets of such plans for the exclusive benefit of participants and their beneficiaries. Accordingly, this Trust is hereby established as of 5~c0~¢q ~ , 2~o~ for the exclusive benefit of Plan Participants and their Beneficiaries. ARTICLE I NAME OF TRUST 1.1 This Trust shall be known as the "~ os 50~Vblot3oc:,f~/z~v9 6oropa~.O Plan Trust Agreement." ARTICLE II DEFINITIONS 2.1 Any term used in this Trust Agreement which is not otherwise defined herein shall have the meaning set tbrth in the Plan. 2.2 "Investment Manager" shall have the meaning given such term under Section 3(38) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). .~/'~ ARTICLE III 3.1 It slmll, bc the duty of the Trustee to hold title to assets held in respect of the Plan in the Trustee's name as directed by the EmployeY and/or its designees in ~iting. The T~stee shall not 457 NY Trust Agreement- (Rev 9/08) -I- GPLANLEVEL PASSTTEE 0300] 3 receive custody or possession of any such assets. The Trustee shall not be under any duty to compute the amount of contributions to be paid by the Employer or to take any steps to collect such amounts as may be due to be held in trust under the Plan. The Trustee shall not be responsible for the custody, investment, safekeeping or disposition of any assets comprising the Trust, such functions to be performed by the Employer and/or the Employer's designees, who shall be the agents of the Employer. In accordance with the Rules and Regulation of the New York State Deferred Compensation Board (the "Rules"), Trustee acknowledges that it is a fiduciary with respect to all administrative or investment matters for which it has assumed responsibility with respect to the Plan. This Trust Agreement is subject to the Plan and the Rules, and the Plan and the Rules are incorporated by reference herein and made a part hereof. 3.2 It shall be the duty of the Employer, subject to the provisions of the Plan, to pay over to the administrator or other person designated hereunder from time to time the Employer's contributions under the Plan and to inform the Trustee in writing as to the identity and value of the assets titled in the Trustee's name hereunder and to keep accurate books and records with respect to the Participants of the Plan and their compensation. No deferral may be accepted under the Plan until all acknowledgements required under the Rules have been delivered. ARTICLE IV INVESTMENTS 4.1 The Trustee shall perform its functions as a nondiscretionary, noncustodial Trustee, and the Trustee shall not have any discretion or authority with regard to the investment of the Trust and shall act solely as a directed Trustee of the assets of which it holds title. The Trustee, as a nondiscretionary Trustee, as may be directed by the Employer (or the Participants to the extent provided herein) is authorized and empowered, (subject, however, to the provisions of Section 4.2 below) by way of limitation, with the following powers, rights and duties, each of which the Tmstee shall exercise in a nondiscretionary manner as directed in accordance with the direction of the Employer (or the Participants) (except to the extent that Plan assets are subject to the control and management of a properly appointed Investment Manager): (a) To arbitrate, compromise, and adjust claims in favor of or against the Trust upon such terms and conditions as it deems advisable. -2- 457 NY Trust Agreement- (Rev 9/08) GPLANLEVEL PASSTTEE 030013 (b) To execute such instruments, deeds, leases, mortgages, contracts, agreements, assignments, transfers, bills of sale, and other documents of any kind as it is directed to do by the Employer and that the Trustee deems advisable or acceptable to execute in its discretion. (c) To cause stocks, bonds, securities, or other investments to be registered in its name as Trustee or in the name ora nominee, or to take and keep the same unregistered. (d) To employ such agents and counsel as it deems advisable or proper in connection with its duties and to pay such agents and counsel a reasonable fee. No agent or counsel so employed shall be disqualified by reason of any interest in the Trust or in any corporation whose securities comprise a part of the same. The Trustee shall not be liable for the acts of such agents and counsel or for acts done in good faith and in reliance upon the advice of such agents and counsel, provided it has used reasonable care in selecting such agents and counsel. (e) To exercise all rights of ownership in any contracts of insurance in which any part of the Trust may be invested and to pay the premiums thereon. (f) At the direction of the Employer (or the Participants or Investment Manager, as the case may be) to sell, write options on, convey or transfer, invest and reinvest any part thereof in each and every kind of property, whether real, personal or mixed, tangible or intangible, whether income or non-income producing and wherever situated, including but not limited to, time deposits (including time deposits in the Trustee or its affiliates, or any successor thereto, if the deposits bear a reasonable rate of interest), fee simple, leasehold or lesser estates in real estate, shares of common and preferred stock, mortgage, bonds, leases, notes, debentures, equipment or collateral trust certificates, rights, warrants, convertible or exchangeable securities, and/or other corporate, individual or govemment securities or obligations, annuity, retirement or other insurance contracts, mutual funds (including fimds lbr which the Trustee or its affiliates serve as investment advisor, custodian or in a similar or related capacity), or in units of any other common, qollectiv~3O commingled trust fund heretofore or hereafter established and maintained by the Trustee or its axnnat=a, IB o g as t e Trustee holds title to any units hereunder, the instrument establishing~u~ c~m~or0l~s~s~nd (including all amendments thereto) shall be deemed to have been adopted and mad~a l¢art g~f this Trust. 457 NY Trust Agreement- (Rev 9/08) -3- G?LANLEVEL PASSTTEE 030013 4.2 Notwithstanding anything to the contrary in this Article IV or any other section of this Trust Agreement, the Trustee shall have no power: (a) To divert any part of the Trust to any purpose other than the exclusive benefit of Participants and their Beneficiaries; under the Plan; provided, however, that if the Plan and this Trust which is a part thereof is required to be filed with the Internal Revenue Service for a determination of its qualification and said plan is not approved by the Internal Revenue Service retroactive to its inception, the Trustee shall transfer title to Trust assets to the Employer. (b) To lend any part of the Trust without adequate security and a reasonable rate of interest; to pay any compensation in excess of a reasonable allowance for services or other property for less than fair market value; to make any part of the Trust available on a preferential basis; or to engage in any other transaction which results in a substantial diversion of any part of the Trust, to the Employer, or to any person or entity with whom or which such a transaction is prohibited by the Internal Revenue Code of 1986, as amended (the "Code") or ERISA. 4.3 Notwithstanding anything to the contrary in this Trust Agreement, the assets of the Plan shall be held by the Trustee as title holder only. Persons holding custody or possession of assets titled to the Trust shall include the Employer and any agents and subagents or other persons designated by the Employer, but not the Trustee. The Trustee shall not be responsible or liable tbr any loss or expense which may arise from or result from compliance with any direction from the Employer or such agents or other persons, to take title to any assets nor shall the Trustee be responsible or liable for any loss or expense which may result from the Trustee's refusal or lhilure to comply with any direction to hold title, except if the same shall involve or result from the Trustee's gross negligence or intentional misconduct. The Trustee may refuse to comply with any direction from the Employer or such agents or other persons, in the event the Trustee, in its sole and absolute discretion, deems such direction improper by virtue of applicable law. 4.4 The Employer acknowledges that it has the sole responsibility for qualification of the Plan under Section 457 of the Code, and for selection of the investment funds offered under the Plan and the custody and possession of Trust assets. 457 NY Trust Ag~ement-(Rev. 9/08) GPLANLEVEL PASSTTEE 030013 4.5 The Employer hereby indemnifies and holds the Trustee and its affiliates and nominees harmless from any and all actions, claims, demands, liabilities, losses, damages or reasonable expenses of whatsoever kind and nature in connection with or arising out of (i) any action taken or omitted in good faith by the Trustee in accordance with the directions of the Employer, or its agents and subagents or other persons designated by Employer hereunder, or (ii) any disbursements of any part of the Trust made by the Trustee in accordance with the directions of the Employer, or (iii) any action taken by or omitted in good faith by the Trustee with respect to an investment managed by an Investment Manager in accordance with any direction of the Investment Manager or any inaction with respect to any such investment in the absence of directions from the Investment Manager. Anything hereinabove to the contrary notwithstanding, the Employer shall have no responsibility to the Trustee trader the foregoing indemnification if the Trustee fails intentionally or recklessly to perform any of the duties undertaken by it under the provisions of this Trust. In addition, the Trustee will indemnify the Plan as a result of any cause of action brought against the Plan as a result of negligent acts or omissions of the Trustee, together with the reasonable costs of litigation arising therefrom. 4.6 Notwithstanding anything herein to the contrary, the Employer or, if so designated by the Employer, the Investment Manager or another agent of the Employer, will be responsible for valuing all other assets so acquired for all purposes of the Trust and of holding, investing, trading and disposing of the same. The Employer will indemnify and hold the Trustee harmless against any and all claims, actions, demands, liabilities, losses, damages, or expenses of whatsoever kind and nature, which arise from or are related to any use of such value by the Trustee or holding, trading or disposition of such assets. ARTICLE V DISBURSEMENTS 5.1 The Emp~kr or its designee shall make such payments from the Trust at such time to such persons and tn su~q ~a~ as~ shall be authorized by the provisions of the Plan; provided, however, that the ass[~t~c/~thVPlfila-(i~'e0,held in trust for the exclusive benefit of the Participants and their Beneficiaries, and no pary~ragrtt shall be made, either during the existence of or upon the discontinuance of the Plan, which would cause any part of the Trust to be used for or diverted to purposes other than the exclusive benefit of the Participants and their Beneficiaries pursuant to the provisions of the Plan; (ii) may be used only to pay Plan benefits and defray reasonable expenses of administering the Plan; and (iii) cannot revert to the Employer until all Plan benefits have been paid to Participants and Beneficiaries in accordance with the terms of the Plan. 5.2 All payments of benefits under the Plan shall be made exclusively from the assets of the Plan accounts of the Participant to whom or to whose Beneficiary such payments are to be made, and no person shall be entitled to look to any other source for such payments. ARTICLE VI ACCOUNTING BY TRUSTEE 6.1 The Trustee shall not be required to keep accounts of the investments, receipts, disbursements, and other transactions of the Trust, except as necessary to perform its title-holding function hereunder. All accounts, books, and records relating thereto shall be maintained by the Employer or its designee. 6.2 As promptly as possible following the close of each year, the Trustee shall file with the Employer a written account setting forth assets titled to the Trust as reported to the Trustee by the Employer or its designee. ARTICLE VII MISCELLANEOUS ADMINISTRATIVE PROVISIONS 7.1 Except as required under the Rules, neither the Trustee nor any affiliate thereof shall be required to give any bond or to qualify betbre, be appointed by, or account to any court of law in the exercise of its powers hereunder. 7.2 No person transferring title or receiving a transfer of title from the Trustee shall be obligated to look to the propriety of the acts of the Trustee in connection therewith. 7.3 The Employer shall indemnify the Trustee (and any delegate of the Trustee) against -6- 457 NY TrustAgreement-(Rev. 9/08) GPLANLEVEL PASSTTEE 030013 any liability to any Participant or Beneficiary under the Plan for any action taken by the Trustee that is in accordance with the direction of the Employer. Furthermore, the Employer agrees to indemnify and hold harmless the Trustee (and any delegate) for any losses, costs, damages, or expenses, including reasonable attorneys' fees and expenses, which the Indemnitees may incur or pay out by reason of any (alleged or actual) action or inaction on the part of any predecessor or successor trustee of the Trust. 7.4 The Trustee shall use ordinary care and reasonable diligence in the exercise of its powers and the performance of its duties as Trustee hereunder. Except as provided in Section 4.5 hereof, the Trustee shall not be liable for any mistake of judgment or other action taken in good faith, or for any loss, unless resulting from its own gross negligence or intentional misconduct. 7.5 The Employer may engage the Trustee as its agent in the performance of any duties required of the Employer under the Plan, but such agency employment shall not be deemed to increase the responsibility or liability of the Trustee under this Trust Agreement. 7.6 In the management of the Trust Fund, the Trustee may employ agents and delegate to them such ministerial and administrative duties as the Trustee shall see fit. As of the effective date of the Trust Agreement, the Trustee has appointed Hartford Life Insurance Company ("The Hartford") as the agent to which it has delegated certain nondiscretionary administrative and ministerial duties. The Trustee and the Employer understand and agree that nothing in this Agreement, including the delegation of such nondiscretionary duties to The Hartford, shall cause The Hartford to be a fiduciary to the Plan. Also, as of the effective date of the Trust Agreement, the Trustee appoints the Employer as its authorized representative to which it has delegated the authority to sign on the Tmstee's behalf all documents relating to the investment of Plan assets in any vehicle sponsored by or made available through The Hartford and its affiliates. 2 [ ARTICLE VIII · l.~:,~rl~p,t,~l~q~T~ AND TE~mATION 8.1 b~E~l~er rese~es the right to alter, ~end, or te~inate this Trust Agreement at ~y time for ~y reason without the cofi~ent of the Trustee, or ~y o~er person, provided that such 457 NY Trust Agreement- (Rev. 9/0~) GPLANLEVEL PASSTTEE 03001 amendment or termination shall not reduce or eliminate any protected benefit and provided that no amendment affecting the fights, duties, or responsibilities of the Trustee shall be adopted without the written consent of the Trustee. Any such amendment shall become effective as of the date provided in the amendment upon delivery of the written instrument of amendment, as adopted by the Employer, to the Trustee and the endorsement of the Trustee of its agreement thereto. ARTICLE IX SUCCESSOR TRUSTEES 9.1 The Employer reserves the right to discharge the Trustee at any time by giving sixty (60) days' written notice. 9.2 The Trustee reserves the right to resign at any time by giving sixty (60) days' written notice to the Employer. 9.3 In the event of discharge or resignation of the Trustee, the Employer may appoint a successor Trustee who shall succeed to all the rights, duties, and responsibilities of the former Trustee under this Trust Agreement, and the terminated Trustee shall be deemed discharged of all duties under this Trust Agreement and responsibilities for the Trust. ARTICLE X APPLICABLE LAW 10.1 This Trust and its validity, construction and effect shall be govemed by the laws of the jurisdiction in which the headquarters of the Trustee is located. ARTICLE XI RULES, CONSTRUCTION, AND INTERPRETATION 11.1 The Trustee shall have the sole discretionary authority to construe and interpret the Trust and to determine all questions arising in the administration, interpretation, and application of the Trust. All such determinations by the Trustee shall be conclusive and binding on all persons. 11.2 Notwithstanding anything in this Agreement to the contrary, the Trustee (including -8- 457 NY Trust Agreement- (Rev 9/08) GPI,ANLEVEL PASSTTEE 030013 any delegate of the Trustee) shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Trust Fund resulting from any event beyond the reasonable control of the Trustee, its delegates, agents or subcustodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust Fund's property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar or third-party event. This Section shall survive the termination of this Agreement. ARTICLE XII VALIDITY 12.1 The Trustee shall select any officers deemed necessary, and adopt rules goveming its procedures not inconsistent herewith. The Trustee shall keep a record of its meetings and actions. The Trustee shall not be liable, jointly or severally, to any person for any actions or omissions in connection with its duties as Trustee unless resulting from its own gross negligence or willful misconduct. The Trustee shall not be responsible for the validity of the Plan and this Trust Agreement. ARTICLE XIII CONSTRUCTION 13.1 Pronouns and other similar words uses herein in the masculine gender shall be read as the feminine gender where appropriate, and the singular form of words shall be read as the plural where appropriate. 457 NY Trust Agreement- (Rev. 9/08) GPLANLEVEL PASSTTEE 030013 -9- iN WITNESS WHEREOF, the Employer and the Trustee have executed this Trust Agreement as of the date and year first set forth above. EMPLOYER: TRUSTEE: RELIANCE TRUST COMPANY Jt~ ~_~.~ Signature Print Name Print Name Iitle [ Title 457 NY Trust Agreement- (Rev. 9/08) GPLANLEVEL PASSTTEE 030013