Benefit Plans Administrative Services 12/26/2018

Article VIII PROTECTION OF DIRECTED TRUSTEE Section 8.01 Indemnity by the Plan Administrator. To the maximum extent permitted by applicable law, Directed Trustee shall not be liable for acting in accordance with, or not acting in absence of, any written direction of the Plan Administrator or its designee and the Plan Administrator shall indemnify Directed Trustee against and agrees to hold Directed Trustee harmless from all such liabilities and claims (including attorney's fees and expenses in defending against such liabilities and claims). The foregoing indemnification also shall apply to liabilities and claims against Directed Trustee arising from any breach of fiduciary responsibility by a fiduciary other than Directed Trustee, unless Directed Trustee (a) participates knowingly in or knowingly undertakes to conceal such breach, (b) has enabled such fiduciary to commit such breach by Directed Trustee's failure to exercise its fiduciary duties,or(c) has actual knowledge of such breach and fails to take reasonable action to remedy such breach. Section 8.02 Purchase of Insurance Policies. Notwithstanding any other provisions of this Trust Agreement or the Plan, Directed Trustee, with the consent of the Plan Administrator, may acquire, retain, dispose of, and pay premiums on, one or more insurance contracts for the benefit of the Trust or Directed Trustee and/or other fiduciaries covering liability or losses occurring by reason of the acts or omissions of such Directed Trustee and/or fiduciaries; provided that if the premiums thereon are paid from the Fund, such contract shall permit recourse by the insurer against such Directed Trustee and/or fiduciaries in the case of a breach of their fiduciary duty. Section 8.03 Bond Not Required. Except as required under applicable law, Directed Trustee shall not be required to post bond in connection with its duties and responsibilities under this Trust Agreement. The cost of any bond required by applicable law shall be paid as an expense of the Fund, unless paid by the Plan Administrator. Article IX RESIGNATION OR REMOVAL OF DIRECTED TRUSTEE Section 9.01 Notice. Directed Trustee may resign hereunder by written notice to the Plan Administrator. The Plan Administrator may remove Directed Trustee hereunder by written notice to Directed Trustee. The resignation or removal will be effective ninety (90) days after delivery of the notice, except to the extent the parties mutually agree in writing to a different effective date. Trust Agreement will terminate on the effective date of the resignation or removal. Section 9.02 Final Disposition of Assets. Promptly after receiving or delivering such notice, as the case may be, the Plan Administrator will appoint a successor custodian and provide Directed Trustee with Appropriate Directions concerning the transfer of Assets' custody and records to such successor custodian. In connection with any such transfer, Directed Trustee will: (a) Have no liability for shipping and insurance costs associated therewith; (b) Not be required to make any such delivery or payment until the Plan Administrators has (i) made full payment of all liabilities constituting a charge on or against Directed Trustee and all of Directed Trustee's compensation, costs, and expenses hereunder and (ii) reimbursed Directed Trustee for any advances of monies or securities made hereunder to the Plan Administrator. Directed Trust Agreement—Single Plan (405512) Page 8 of 12