Benefit Plans Administrative Services 12/26/2018

Section 9.03 Residual Assets. If any Assets remain in the Trust Fund upon termination of this Trust Agreement, Directed Trustee is permitted to designate the Plan Administrator as successor custodian hereunder and deliver such Assets directly to the Plan Administrator. Section 9.04 Survival. Upon termination of this Trust Agreement, all obligations of the parties to each other hereunder will cease, except those obligations specified in Article VIII hereof. Article X TRUST AMENDMENT AND TERMINATION 10.01 Amendment. The Employer reserves the right to amend, alter, or wholly revise the Trust Agreement, prospectively or retrospectively, at any time by the action of its managing body, and the interest of each Participant is subject to the powers so reserved. The Employer expressly may amend, alter or wholly revise the Trust Agreement if it determines it necessary or desirable, with or without retroactive effect, to comply with the law. Such changes shall not affect any right to benefits that accrued prior to such amendments. Such amendment shall be made in writing, shall be signed by the Employer and Trustee. Notwithstanding the foregoing, no amendment may be made, without its written consent, that would increase substantially the duties or liabilities of Directed Trustee and no amendment may be made that would divert any part of the Trust Fund to any use or purpose other than for the exclusive benefit of the Participants and Beneficiaries; provided, however, that any such amendments may be made that may be or become necessary in order that the Trust qualifies as tax exempt under the provisions of the Code, as amended, or in order that all provisions of the Trust will conform to all valid requirements of applicable federal and state laws. 10.02 Termination. Although the Employer expects the Plan and Trust to be maintained for an indefinite time, the Employer may terminate the Trust by delivering to Directed Trustee, at least thirty (30) days prior to the effective date of termination, a directive signed by an authorized representative of the Employer. If the Trust is terminated, all of the provisions of the Trust evidenced by this Trust Agreement shall continue in effect until the Trust assets have been distributed by Directed Trustee as directed by the Plan Administrator. 10.03 Transfer of Assets. Pursuant to Appropriate Directions, Directed Trustee may transfer all of the Trust's Assets to another tax-exempt trust, which may or may not also involve a change in Directed Trustee under Article IX. Directed Trustee shall be entitled to rely upon the representations of the Employer and Plan Administrator that the recipient trust is qualified to accept the transfer. To the extent the transfer adversely affects this Trust or the recipient trust, the Employer shall indemnify and hold harmless this Trust, Directed Trustee, and all others so negatively impacted. 10.04 Payment of Funds on Liquidation. Upon the termination of the Trust, the affairs of the Trust shall be wound up as soon as may be reasonably practicable and the assets or liquidation proceeds of the Trust shall be paid out and distributed by Directed Trustee in the following order unless a judgment or decree of a court of competent jurisdiction or any applicable law shall mandate a contrary application: (a) First, to the payment of all reasonable and necessary expenses of managing and administering the Trust to the extent that the expenses are not paid by the Employer; (b) Second, to the payment of Plan benefits that are payable from the Trust to Participants and Beneficiaries; and Directed Trust Agreement—Single Plan (405512) Page 9 of 12