Common use of Administrative Powers Clause in Contracts

Administrative Powers. The Master Trustee is authorized and --------------------- empowered to, or to so authorize and empower BNY (New York) to, in its sole administrative discretion with respect to both Discretionary and Directed Funds, to: (1) determine the fair market value of Employer Stock; provided, however, in the case of Employer Stock not readily tradable on an established securities exchange, any valuation of such Employer Stock (including valuation at the time of an initial public offering of Employer Stock) shall be provided to the Master Trustee by the Named Fiduciary in accordance with the provisions of Section 6; (2) make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers granted herein; (3) collect all interest, dividends and other income payable with respect to property in the Master Fund, and to surrender securities at maturity or when advised of earlier call for redemption, provided that neither the Master Trustee nor BNY (New York) shall be liable for failure to surrender any security in a Directed Fund for redemption prior to maturity or take other action if notice of such redemption or other action was not provided to the Master Trustee or BNY (New York), as the case may be, by the issuer, the Investment Manager, the Investment Committee or one of the nationally recognized bond or corporate action services to which the Master Trustee or BNY (New York) subscribes; (4) exchange securities in temporary form for securities in definitive form, and to effect an exchange of shares where the par value of stock is changed; (5) hold property in its vaults, at a domestic or (to the extent permitted by regulations issued by the Secretary of Labor under Section 404(b) of the Act) foreign central depository or clearing corporation, in non- certificated form with the issuer, on Federal Book Entry at the Federal Reserve Bank of New York, with a custodian appointed pursuant to clause (6) below, or, with the approval of the Named Fiduciary, at any other location; (6) appoint another bank as custodian for any foreign securities or other foreign assets constituting part of the Master Fund, and arrange for the custody of such securities or assets and the indicia of ownership thereof to be held outside the jurisdiction of the district courts of the United States by such other bank and/or its agents, to the extent permitted by regulations issued by the Secretary of Labor under Section 404(b) of the Act and pay the reasonable expenses and compensation of such bank from the Master Fund; (7) hold property of the Master Trust in its own name or in the name of a nominee, including the nominee of any central depository, clearing corporation, or custodian with which securities of the Master Trust may be deposited (and the Company agrees to hold the Master Trustee or BNY (New York), as the case may be, and any such nominee harmless from any liability as a holder of record), and hold any investment in bearer form, but the books and records of the Master Trustee or BNY (New York), as the case may be, shall at all times show that all such investments are part of the Master Trust; (8) form corporations and to create trusts under the laws of any state for the purpose of acquiring and holding title to any securities or other property, all on such terms and conditions as it deems advisable; (9) employ suitable agents, including auditors and legal counsel (who may be counsel to the Company or to the Master Trustee or BNY (New York) in its corporate capacity) or other advisers, without liability for any loss occasioned by any such agent selected with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character with like aims, and to pay their reasonable expenses and compensation from the Master Fund; and (10) take any action with respect to the Master Fund that it deems necessary in carrying out the purposes of this Agreement.

Administrative Powers. The Master Trustee is authorized and --------------------- empowered to, or to so authorize and empower BNY (New York) to, in its sole administrative discretion with respect to both Discretionary and Directed Funds, to: (1) determine the fair market value of Employer Stock; provided, however, in the case of Employer Stock not readily tradable on an established securities exchange, any valuation of such Employer Stock (including valuation at the time of an initial public offering of Employer Stock) shall be provided to the Master Trustee by the Named Fiduciary in accordance with the provisions of Section 6; (2) make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers granted herein; (32) to collect all interest, dividends and other income payable with respect to property in the Master Fund, and to surrender securities at maturity or when advised of earlier call for redemption, provided that neither the Master Trustee nor BNY (New York) shall not be liable for failure to surrender any security in a Directed Fund for redemption prior to maturity or take other action if notice of such redemption or other action was not provided to the Master Trustee or BNY (New York), as the case may beTrustee, by the issuer, the Investment Manager, the Investment Committee or one of the nationally recognized bond or corporate action services to which the Master Trustee or BNY (New York) subscribes; (43) to exchange securities in temporary form for securities in definitive form, and to effect an exchange of shares where the par value of stock is changed; (54) to hold property in its vaults, at a domestic or (to the extent permitted by regulations issued by the Secretary of Labor under Section 404(b) of the Act) foreign central depository or clearing corporation, in non- non-certificated form with the issuer, on Federal Book Entry at the Federal Reserve Bank of New York, with a custodian appointed pursuant to clause (65) below, or, with the approval of the Named Fiduciary, at any other location; (65) to appoint another any other bank as custodian for any foreign securities or other foreign assets constituting part of the Master Fund, and to arrange for the custody of such securities or assets and the indicia of ownership thereof to be held outside the jurisdiction of the district courts of the United States by such other bank and/or its agents, to the extent permitted by regulations issued by the Secretary of Labor under Section 404(b) of the Act Act, and to pay the reasonable expenses and compensation of such bank from the Master Fund; (76) to hold property of the Master Trust in its own name or in the name of a nominee, including the nominee of any central depository, clearing corporation, corporation or custodian with which securities of the Master Trust may be deposited (and the Company agrees to hold the Master Trustee or BNY (New York), as the case may be, and any such nominee harmless from any liability as a holder of record), and to hold any investment in bearer form, but the books and records of the Master Trustee or BNY (New York), as the case may be, shall at all times show that all such investments are part of the Master Trust; (8) 7) to form corporations and to create trusts under the laws of any state for the purpose of acquiring and holding title to any securities or other property, all on such terms and conditions as it deems advisable; (9) 8) to employ suitable agents, including auditors and legal counsel (who may be counsel to the Company or to the Master Trustee or BNY (New York) in its corporate capacity) or other advisers, without liability for any loss occasioned by any such agent selected with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character with like aims, and to pay their reasonable expenses and compensation from the Master Fund; and (109) to take any action with respect to the Master Fund that it deems necessary in carrying out the purposes of this Agreement.