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3.12 Trust Administrator's Compensation <br />As may be agreed upon from time to time by the Employer and Trust <br />Administrator, the Trust Administrator will be paid reasonable compensation for <br />services rendered or reimbursed for expenses properly and actually incurred in the <br />performance of duties with respect to such Employer's Agency Account and to <br />the Trust <br />3.13 Resignation or Removal of Trust Administrator <br />The Employers may act to remove the Trust Administrator, provided that such <br />action must satisfy the voting requirements set forth in Section 3.9 and notice of <br />such action must be promptly delivered to the Trust Administrator, the Trustee <br />and each Plan Administrator. The Trust Administrator may also resign at any <br />time by giving at least one hundred and twenty (120) days prior written notice to <br />the Trustee and to the Plan Administrator of each Employer that has adopted the <br />Trust Agreement and not terminated its participation in the Trust; provided, <br />however, that the Trust Administrator may resign immediately upon the earlier of <br />the approval date or the effective date of any amendment of the Trust Agreement <br />by the Employers that would change or modify the duties, powers or liabilities of <br />the Trust Administrator hereunder without the Trust Administrator's consent. <br />The Trust Administrator shall, upon the appointment and acceptance of a <br />successor trust administrator, transfer all records relating to the Trust to the <br />successor. <br />ARTICLE IV <br />THE TRUSTEE <br />4.1 Powers and Duties of the Trustee <br />Except as otherwise provided in Article V and subject to Article VI, the Trustee <br />shall have full power and authority with respect to property held in the Trust to do <br />all such acts, take all proceedings, and exercise all such rights and privileges, <br />whether specifically referred to or not in this document, as could be done, taken or <br />exercised by the absolute owner, including, without limitation, the following: <br />{a) To invest and reinvest the Assets or any part hereof in any one or more <br />kind, type, class, item or parcel of property, real, personal or mixed, tangible or <br />intangible; or in any one or more kind, type, class, item or issue of investment or <br />security; or in any one or more kind, type, class or item of obligation, secured or <br />unsecured; or in any combination of them (including those issued by the Trustee <br />of any of its affiliates, to the extent permitted by applicable law), and to retain the <br />property for the period of time that the Trustee deems appropriate; <br />(b) To acquire and sell options to buy securities ("call" options) and to acquire <br />and sell options to sell securities ("put" options); <br />10 <br />NB 1:657192.8 <br />