Agmt 2004 Hartford Life Insurance Company

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liable for any loss or expense which may arise from or result from compliance with any directian 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 failure 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. 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 onutted 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 under 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. 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 -5- 4S7 Plans (Rev. 1/04)