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(i) To settle, compromise, or submit to arbitration any claims, When an account becomes an account stated, such account shall be
<br />debts, or damages due or owing to or from the Trust Funds; to finally settled, and the Trustee shall be completely discharged and
<br />commence or defend suits or legal or administrative proceedings; released, as if such account had been settled and allowed by a judgment.
<br />and to represent the Trust Funds in all suits and legal and or decree of a court of competent jurisdiction in an action or proceeding
<br />administrative proceedings. in which the Trustee and the Employer were parties.
<br />(j) To do all such acts. take all such proceedings, and exercise all
<br />such rights and privileges, although not specifically mentioned
<br />herein, as the Trustee may deem necessary to administer the
<br />Trust Funds and to carry out the purposes of this Trust.
<br />Section 2.3. Distributions from the Trust Funds. The Employer
<br />hereby appoints the Trustee as its agent for the purpose of making
<br />distributions from the Trust Funds. In this regard the terms and
<br />conditions set forth in the Plan are to guide and control the Trustee's
<br />power.
<br />Section 2.4. Valuation of Trust Funds. At least once a year as of
<br />Valuation Dates designated by the Trustee, the Trustee shall determine
<br />the value of the Trust Funds. Assets of the Trust Funds shall be valued at
<br />their market values at the close of business on the Valuation Date, or, in
<br />the absence of readily ascertainable market values as the Trustee shall
<br />determine, in accordance with methods consistently followed and
<br />uniformly applied.
<br />ARTICLE I11. For Protection of Trustee.
<br />Section 3.1. Evidence of Action by Employer. The Trustee may rely
<br />upon any certificate, notice or direction purporting to have been signed
<br />on behalf of the Employer which the Trustee believes to have been
<br />signed by a duly designated official of the Employer. No communication
<br />shall be binding upon any of the Trust Funds or Trustee until they are
<br />received by the.Trustee.
<br />Section 3.2. Advice of Counsel. The Trustee may consult with any
<br />legal counsel with respect to the construction of this Agreement, its
<br />duties hereunder, or any act, which it proposes to take or omit, and shall
<br />not be liable for any action taken or omitted in good faith pursuant to
<br />such advice.
<br />Section 3.3. Miscellaneous. The Trustee shall use ordinary care and
<br />reasonable diligence, but shall not be liable for any mistake of judgment
<br />or other action taken in good faith. The Trustee shall not be liable for any
<br />loss sustained by the Trust Funds by reasons of any investment made in
<br />good faith and in accordance with the provisions of this Agreement.
<br />The Trustee's duties and obligations shall be limited to those
<br />expressly imposed upon it by this Agreement.
<br />ARTICLE IV. Taxes, Expenses and Compensation of Trustee.
<br />Section 4.1. Taxes. The Trustee shall deduct from and charge against
<br />the Trust Funds any taxes on the Trust Funds or the income thereof or
<br />which the Trustee is required to pay with respect to the interest of any
<br />person therein.
<br />Section 4.2. Expenses. The Trustee shall deduct from and charge
<br />against the Trust Funds all reasonable expenses incurred by the Trustee
<br />in the administration of the Trust Funds, including counsel, agency,
<br />investment advisory, and other necessary fees.
<br />ARTICLE V. Settlement of Accounts. The Trustee shall keep accurate
<br />and detailed accounts of all investments, receipts, disbursements, and
<br />other transactions hereunder.
<br />Within ninety (90) days after the close of each fiscal year, the Trustee
<br />shall render in duplicate to the Employer an account of its acts and
<br />transactions as Trustee hereunder. If any part of the Trust Fund shall be
<br />invested through the medium of any common, collective or commingled
<br />Trust Funds, the last annual report of such Trust Funds shall be
<br />submitted with and incorporated in the account.
<br />If within ninety (90) days after the mailing of the account or any
<br />amended account the Employer has not filed with the Trustee notice of
<br />any objection to any act or transaction of the Trustee, the account or
<br />amended account shall become an account stated. If any objection has
<br />been filed, and if the Employer is satisfied that it should be withdrawn or
<br />if the account is adjusted to the Employer's satisfaction, the Employer
<br />shat l in writing filed with the Trustee signify approval of the account and
<br />it shall become an account stated.
<br />The Trustee shall have the right to apply at any time to a court of
<br />competent jurisdiction for the judicial settlement of its account.
<br />ARTICLE VI. Resignation and Removal of Trustee.
<br />Section 6.1. Resignation of Trustee. The Trustee may resign at any
<br />time by filing with the Employer its written resignation. Such resignation
<br />shall take effect sixty (60) days from the date of such filing and upon
<br />appointment of a successor pursuant to Section 6.3., whichever shall
<br />first occur.
<br />Section 6.2. Removal of Trustee. The Employer may remove the
<br />Trustee at any time by delivering to the Trustee a written notice of its
<br />removal and an appointment of a successor pursuant to Section 6.3.
<br />Such removal shall not take effect prior to sixty (60) days from such
<br />delivery unless the Trustee agrees to an earlier effective date.
<br />Section 6.3. Appointment of Successor Trustee. The appointment of
<br />a successor to the Trustee shall take effect upon the delivery to the
<br />Trustee of (a) an instrument in writing executed by the Employer
<br />appointing such successor, and exonerating such successor from
<br />liability for the acts and omissions of its predecessor, and (b) an
<br />acceptance in writing, executed by such successor.
<br />All of the provisions set forth herein with respect to the Trustee shall
<br />relate to each successor with the same force and effect as if such
<br />successor had been originally named as Trustee hereunder.
<br />If a successor is not appointed with sixty (60) days after the Trustee
<br />gives notice of its resignation pursuant to Section 6.1., the Trustee may
<br />apply to any court of competent jurisdiction for appointment of a
<br />successor.
<br />Section 6.4. Transfer of Funds to Successor. Upon the resignation or •
<br />removal of the Trustee and appointment of a successor, and after the
<br />final account of the Trustee has been properly settled, the Trustee shall
<br />transfer and deliver any of the Trust Funds involved to such successor.
<br />ARTICLE VII. Duration and Revocation of Trust Agreement.
<br />Section 7.1. Duration and Revocation. This Trust shall continue for
<br />such time as may be necessary to accomplish the purpose for which it
<br />was created but may be terminated or revoked at any time by the
<br />Employer as it relates to any and/or all related participating Employees.
<br />Written notice of such termination or revocation shall be given to the
<br />Trustee by the Employer. Upon termination or revocation of the Trust,
<br />all of the assets thereof shall return to and revert to the Employer.
<br />Termination of this Trust shall not, however, relieve the Employerof the
<br />Employer's continuing obligation to pay deferred compensation to
<br />Employees in accordance with the terms of the Plan.
<br />Section 7.2. Amendment. The Employershall have the right to amend
<br />this Agreement in whole and in part but only with the Trustee's written
<br />consent. Any such amendment shall become effective upon (a) delivery
<br />to the Trustee of a written instrument of amendment, and (b) the
<br />endorsement by the Trustee on such instrument of its consent thereto.
<br />ARTICLE VIII. Miscellaneous.
<br />Section 8.1. Laws of the District of Columbia to Govern. This
<br />Agreement and the Trust hereby created shall be construed and
<br />regulated by the laws of the District of Columbia.
<br />Section 8.2. Successor Employers. The "Employer" shall include any
<br />person who succeeds the Employer and who thereby becomes subject
<br />to the obligations of the Employer under the Plan.
<br />Section 8.3. Withdrawals. The Employer may, at any time. and from
<br />time to time, withdraw a portion or all of Trust Funds created by this
<br />Agreement.
<br />Section 8.4. Gender and Number. The masculine includes the
<br />feminine and the singular includes the plural unless the context requires
<br />another meaning.
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