Common use of Fiduciary Responsibility Clause in Contracts

Fiduciary Responsibility. (a) For purposes of ERISA, the Board of Directors of Arkla, Inc., the Committee, the Director of Investments, the Company's Director of Compensation and Benefits, and IDS Trust will be the "named fiduciaries" with respect to the Plan and the Trust fund, but only to the extent that each named fiduciary exercises any discretionary authority or discretionary control with respect to the management or disposition of assets of the Trust fund, or otherwise is a Fiduciary. (b) The Board's responsibilities as a named fiduciary are to appoint the Trustee and the Committee. (c) Except as provided in Section 3.2(e), whenever a person or organization (the "Delegating Party") has the power and authority under the Plan or this Trust Agreement to delegate discretionary power and authority respecting the control, management, operation or administration of the Plan or any portion of the Trust fund to another person or organization (the "Appointee"), the Delegating Party's responsibility with respect to such delegation is limited to the selection of the Appointee and a periodic review of the Appointee's performance and compliance with applicable law or regulations. Any breach of fiduciary responsibility by the Appointee which is not proximately caused by the Delegating Party's failure to properly select or supervise the Appointee, and in which breach the Delegating Party does not otherwise participate, will not be considered to be a breach of fiduciary responsibility by the Delegating Party. (d) Subject to the provisions of Section 3.3(c), the Participating Affiliates, the Committee, the Director of Investments, and the Director of Compensation and Benefits will not have any discretion, direction or control over the investment decisions of a Participant or Beneficiary, IDS Trust or any Investment Manager with respect to the assets of the Trust fund for which such individual or entity has investment responsibility. (e) Subject only to the provision of Section 3.3(c), neither the Participating Affiliates, the Committee, the Director of Investments, nor the Director of Compensation and Benefits will be responsible or liable for any losses or other unfavorable investment results arising from the investment, reinvestment and management of any assets of the Trust fund by any Investment Manager, including IDS Trust, or (to the extent permitted under Section 404(c) of ERISA) by any Participant or Beneficiary. (f) In the event that a Fiduciary succeeds to the management and control of assets of the Trust fund which were previously under the management and control of another Fiduciary, the successor Fiduciary (i) will not be liable for losses of the Trust fund which result from the disposition of an investment made by the other Fiduciary or from the holding of any illiquid or unmarketable investment made by the other Fiduciary, and (ii) will not be liable for any failure to adequately diversify Trust fund investments under its management and control if the lack of diversification stems from the investments made by the other Fiduciary. The provisions of this subsection (f) will not be deemed to relieve the successor Fiduciary in any way of its own fiduciary responsibility with respect to the Plan or the Trust fund. (g) It is the intent of the parties to this Trust Agreement that each Fiduciary will be solely responsible for his or its own acts or omissions. Except to the extent imposed by ERISA, no Fiduciary has a duty to question whether any other Fiduciary is fulfilling all of the responsibilities imposed upon such other Fiduciary by ERISA or any regulations, rulings or other administrative promulgations thereunder. Except to the extent required under Section 405(a) of ERISA, no Fiduciary will have any liability for another Fiduciary's breach of fiduciary responsibility with respect to the Plan or the Trust fund. (h) Where the Committee, the Director of Investments, a Participant or an Investment Manager has the power and authority to direct the investment of any assets of the Trust fund, IDS Trust does not have any duty to question any direction, to review any securities or other property, or to make any suggestions in connection therewith. IDS Trust will as promptly as possible comply with any direction given by the Committee, the Director of Investments, a Participant or an Investment Manager. IDS Trust will neither be liable in any manner and for any reason for any losses or other unfavorable investment results arising from its compliance with such direction, nor be liable for failing to invest any assets of the Trust fund under the management and control of the Committee, the Director of Investments, a Participant or an Investment Manager in the absence of written investment directions regarding such assets.

Fiduciary Responsibility. (a) For purposes The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of ERISAan enterprise of a like character and with like aims, provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval which is given by the Company or the Shareholders' Representatives in accordance with this Agreement, or is given in writing by the Company or the Shareholders' Representatives in accordance herewith. In the event of a dispute between the Company and Shareholders' Representatives, the Board Trustee may apply to a court of Directors of Arkla, Inc., competent jurisdiction to resolve the Committee, the Director of Investments, the Company's Director of Compensation and Benefits, and IDS Trust will be the "named fiduciaries" with respect to the Plan and the Trust fund, but only to the extent that each named fiduciary exercises any discretionary authority or discretionary control with respect to the management or disposition of assets of the Trust fund, or otherwise is a Fiduciarydispute. (b1) The Board's responsibilities as a named fiduciary are Trustee may hire legal counsel, agents, accountants, actuaries, investment advisors, financial consultants or other professionals to appoint assist it in performing any of its duties or obligations hereunder or under the Trustee Stockholder Agreement and the Committeesuch reasonable costs shall be reimbursed pursuant to Section 6.1 hereof. (c2) Except Notwithstanding anything in this Agreement to the contrary and except as provided in Section 3.2(e), whenever a person or organization (the "Delegating Party") has the power and authority under the Plan or this Trust Agreement to delegate discretionary power and authority respecting the control, management, operation or administration of the Plan or any portion of the Trust fund to another person or organization (the "Appointee")7.7 hereof, the Delegating Party's responsibility with respect to such delegation is limited to the selection of the Appointee and a periodic review of the Appointee's performance and compliance with applicable law or regulations. Any breach of fiduciary responsibility by the Appointee which is Trustee shall not proximately caused by the Delegating Party's failure to properly select or supervise the Appointee, and in which breach the Delegating Party does not otherwise participate, will not be considered to be a breach of fiduciary responsibility by the Delegating Party. (d) Subject to the provisions of Section 3.3(c), the Participating Affiliates, the Committee, the Director of Investments, and the Director of Compensation and Benefits will not have any discretion, direction or control over the investment decisions of a Participant or Beneficiary, IDS Trust or any Investment Manager with respect to the assets of the Trust fund for which such individual or entity has investment responsibility. (e) Subject only to the provision of Section 3.3(c), neither the Participating Affiliates, the Committee, the Director of Investments, nor the Director of Compensation and Benefits will be responsible or liable for its failure to perform under this Agreement or for any losses or other unfavorable investment results arising from the investment, reinvestment and management of any assets of to the Trust fund by any Investment Manager, including IDS Trust, or (in each case to the extent permitted under Section 404(c) that the same results from any event beyond the reasonable control of ERISA) the Trustee, its agents or custodians, including but not limited to nationalization, strikes, expropriation, devaluation, seizure, or similar action by any Participant governmental authority, de facto or Beneficiaryde jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other changes affecting the Trust's property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God; or any other similar event. This Section shall survive the termination of this Agreement. (f3) In the event that a Fiduciary succeeds to the management and control of assets of the Trust fund which were previously under the management and control of another Fiduciary, the successor Fiduciary (i) will not be liable for losses of the Trust fund which result from the disposition of an investment made by the other Fiduciary or from the holding of any illiquid or unmarketable investment made by the other Fiduciary, and (ii) will The Trustee shall not be liable for any failure to adequately diversify Trust fund investments act or omission of any other person in carrying out any responsibility imposed upon such person, and under its management and control if no circumstances shall the lack of diversification stems from the investments made by the other Fiduciary. The provisions of this subsection (f) will not Trustee be deemed to relieve the successor Fiduciary in liable for any way of its own fiduciary responsibility indirect, consequential or special damages with respect to the Plan or the Trust fundits role as Trustee. (g) It is the intent of the parties to this Trust Agreement that each Fiduciary will be solely responsible for his or its own acts or omissions. Except to the extent imposed by ERISA, no Fiduciary has a duty to question whether any other Fiduciary is fulfilling all of the responsibilities imposed upon such other Fiduciary by ERISA or any regulations, rulings or other administrative promulgations thereunder. Except to the extent required under Section 405(a) of ERISA, no Fiduciary will have any liability for another Fiduciary's breach of fiduciary responsibility with respect to the Plan or the Trust fund. (h) Where the Committee, the Director of Investments, a Participant or an Investment Manager has the power and authority to direct the investment of any assets of the Trust fund, IDS Trust does not have any duty to question any direction, to review any securities or other property, or to make any suggestions in connection therewith. IDS Trust will as promptly as possible comply with any direction given by the Committee, the Director of Investments, a Participant or an Investment Manager. IDS Trust will neither be liable in any manner and for any reason for any losses or other unfavorable investment results arising from its compliance with such direction, nor be liable for failing to invest any assets of the Trust fund under the management and control of the Committee, the Director of Investments, a Participant or an Investment Manager in the absence of written investment directions regarding such assets.

Fiduciary Responsibility. (a) For purposes The Trustee shall discharge its duties under this Trust Agreement in a manner consistent with the objectives of ERISAthis Trust Agreement and in accordance with applicable law. Except as otherwise provided in this Trust Agreement, or under applicable law, the Board Trustee shall have no liability for (i) loss sustained by the Trust Fund by reason of Directors the purchase, retention, sale or exchange of Arkla, Inc., any investment made in accordance with the written directions of the Dime or the Committee, ; (ii) failure of the Director of Investments, Company or the Company's Director of Compensation and Benefits, and IDS Trust will be the "named fiduciaries" with respect Bank to make contributions to the Plan and Trust Fund; or (iii) for any insufficiency of assets in the Trust fundFund to pay Benefits when due, but only to unless such loss, failure or insufficiency is the extent that each named fiduciary exercises any discretionary authority or discretionary control with respect to the management or disposition of assets result of the Trust fund, Trustee's own negligence or otherwise is a Fiduciarywillful misconduct. (b) The BoardTrustee's responsibilities as a named fiduciary are duties and obligations shall be limited to appoint the Trustee and the Committeethose expressly imposed upon it by this Trust Agreement. (c) Except The Company and the Bank at any time may employ as provided in Section 3.2(e)agent (to perform any act, whenever a person keep any records or organization (the "Delegating Party") has the power and authority under the Plan accounts, or make any computations required of either of them by this Trust Agreement to delegate discretionary power and authority respecting or the control, management, operation Covered Arrangements) the corporation or administration of the Plan association serving as Trustee hereunder. Nothing done by said corporation or any portion of the Trust fund to another person association as such agent shall affect its responsibilities or organization (the "Appointee"), the Delegating Party's responsibility with respect to such delegation is limited to the selection of the Appointee and a periodic review of the Appointee's performance and compliance with applicable law or regulations. Any breach of fiduciary responsibility by the Appointee which is not proximately caused by the Delegating Party's failure to properly select or supervise the Appointee, and in which breach the Delegating Party does not otherwise participate, will not be considered to be a breach of fiduciary responsibility by the Delegating Partyliability as Trustee hereunder. (d) Subject to In the provisions exercise of Section 3.3(c)its discretion hereunder, each of the Participating Affiliates, the Committee, the Director of Investments, Committee and the Director Committee shall have due regard for the interests of Compensation and Benefits will not have any discretion, direction or control over the investment decisions of a Participant or Beneficiary, IDS Trust or any Investment Manager with respect to the assets each of the Trust fund for which such individual or entity has investment responsibility. (e) Subject only to the provision of Section 3.3(c), neither the Participating AffiliatesCompany, the CommitteeBank and the Participants (and their Beneficiaries) as a class; provided, that inasmuch as the Director interests of Investmentssuch class or entities may be expected to conflict in certain circumstances, nor the Director of Compensation and Benefits will be responsible or liable for any losses or other unfavorable investment results arising from the investment, reinvestment and management of any assets notwithstanding that members of the Trust fund by Committee may themselves be Participants, any Investment Manager, including IDS Trust, or (to the extent permitted under Section 404(c) of ERISA) by any Participant or Beneficiary. (f) In the event that a Fiduciary succeeds to the management and control of assets of the Trust fund which were previously under the management and control of another Fiduciary, the successor Fiduciary (i) will not be liable for losses of the Trust fund which result from the disposition of an investment determination made by the other Fiduciary Committee or from the holding Director Committee that has the effect of any illiquid being more favorable to one entity or unmarketable investment made by the other Fiduciary, and (ii) will class to which it owes a duty over another shall not be liable for any failure to adequately diversify Trust fund investments under its management and control if the lack of diversification stems from the investments made by the other Fiduciary. The provisions of this subsection (f) will not thereby be deemed to relieve the successor Fiduciary in any way of its own fiduciary responsibility with respect to the Plan invalid or the Trust fund. (g) It is the intent of the parties to this Trust Agreement that each Fiduciary will be solely responsible for his or its own acts or omissions. Except to the extent imposed by ERISA, no Fiduciary has a duty to question whether any other Fiduciary is fulfilling all of the responsibilities imposed upon such other Fiduciary by ERISA or any regulations, rulings or other administrative promulgations thereunder. Except to the extent required under Section 405(a) of ERISA, no Fiduciary will have any liability for another Fiduciary's breach of fiduciary responsibility with respect to the Plan or the Trust fund. (h) Where the Committee, the Director of Investments, a Participant or an Investment Manager has the power and authority to direct the investment of any assets of the Trust fund, IDS Trust does not have any duty to question any direction, to review any securities or other property, or to make any suggestions in connection therewith. IDS Trust will as promptly as possible comply with any direction given by the Committee, the Director of Investments, a Participant or an Investment Manager. IDS Trust will neither be liable in any manner and for any reason for any losses or other unfavorable investment results arising from its compliance with such direction, nor be liable for failing to invest any assets of the Trust fund under the management and control of the Committee, 's or the Director of InvestmentsCommittee's duty to such disfavored entity or class, a Participant so long as the Committee or an Investment Manager the Director Committee, as applicable, acts in the absence of written investment directions regarding such assetsgood faith in making its determination.

Fiduciary Responsibility. (a) For purposes of ERISA, the Board of Directors of Arkla, Inc.Board, the Committee, the Director of Investments, the Company's Director of Compensation and Benefits, and IDS Trust each Participant will be the "named fiduciariesNamed Fiduciaries" with respect to the Plan and the Trust fundFund, but only to the extent that each named fiduciary the Board, Committee, or Participant exercises any discretionary authority or discretionary control with respect to the management or disposition of assets of the Trust fundFund, or otherwise is a Fiduciary. (b) The Board's responsibilities as a named fiduciary Named Fiduciary are to appoint the Trustee and the CommitteeCommittee and to establish a funding policy and method for the Plan, in accordance with the provisions of the Plan. (c) Except as provided in Section Sections 3.2(e) and 4.3(c), whenever a person or organization (the "Delegating Party") has the power and authority under the Plan or this Trust Agreement to delegate discretionary power and authority respecting the control, management, operation or administration of the Plan or any portion of the Trust fund Fund to another person or organization (the "Appointee"), the Delegating Party's responsibility with respect to such delegation is limited to the selection of the Appointee and a periodic review of the Appointee's performance and compliance with applicable law or regulations. Any breach of fiduciary responsibility by the Appointee which is not proximately caused by the Delegating Party's failure to properly select or supervise the Appointee, and in which breach the Delegating Party does not otherwise participate, will not be considered to be a breach of fiduciary responsibility by the Delegating Party. (d) Where the Committee, a Participant or an Investment Manager has the power and authority to direct the investment of any assets of the Trust Fund, the Trustee does not have any duty to question any direction, to review any securities or other property, or to make any suggestions in connection therewith. The Trustee will as promptly as possible comply with any direction given by the Committee, a Participant or Investment Manager. The Trustee will neither be liable in any manner and for any reason for any losses or other unfavorable investment results arising from its compliance with such direction, nor be liable for failing to invest any assets of the Trust Fund under the management and control of the Committee, a Participant or an Investment Manager in the absence of written investment directions regarding such assets. (e) Subject to the provisions of Section Sections 3.3(c), 3.6(a) and 7.2, neither the Participating Affiliates, Company nor the Committee, the Director of Investments, and the Director of Compensation and Benefits Committee will not have any discretion, direction or control over the investment decisions of a Participant or BeneficiaryParticipant, IDS Trust the Trustee or any Investment Manager with respect to the assets of the Trust fund Fund for which such individual a Participant, the Trustee or entity Investment Manager has investment responsibility. (ef) Subject only to the provision of Section 3.3(c), neither the Participating Affiliates, the Committee, the Director of Investments, Employers nor the Director of Compensation and Benefits Committee will be responsible or liable for any losses or other unfavorable investment results arising from the investmentInvestment, reinvestment and management of any assets of the Trust fund Fund by any Investment Manager, including IDS Trust, or (to the extent permitted under Section 404(c) of ERISA) by any Participant or Beneficiary. (fg) In the event that a Fiduciary succeeds to the management and control of assets of the Trust fund Fund which were previously under the management and control of another Fiduciary, the successor Fiduciary (i) will not be liable for losses of the Trust fund Fund which result from the disposition of an investment made by the other Fiduciary or from the holding of any illiquid or unmarketable investment made by the other Fiduciary, and (ii) will not be liable for any failure to adequately diversify Trust fund Fund investments under its management and control if the lack of diversification stems from the investments made by the other Fiduciary. The provisions of this subsection (fg) will not be deemed to relieve the successor Fiduciary in any way of its own fiduciary responsibility with respect to the Plan or the Trust fundFund. In addition, with respect to the assets transferred to the Trustee from a prior trustee upon the initial establishment of the Trust Fund, the Trustee will not be responsible for any actions or inactions of any prior trustee or other fiduciary, including the review of the propriety of any investment under any prior trust agreement, and the Trustee will not be required to examine or question in any way the administration of the assets of the Trust Fund prior to its appointment. (gh) It is the intent of the parties to this Trust Agreement that each Fiduciary will be solely responsible for his or its own acts or omissions. Except to the extent imposed by ERISA, no Fiduciary has a duty to question whether any other Fiduciary is fulfilling all of the responsibilities imposed upon such other Fiduciary by ERISA or any regulations, rulings or other administrative promulgations thereunder. Except to the extent required under Section 405(a) of ERISA, and no Fiduciary will have any liability for another Fiduciary's breach of fiduciary responsibility with respect to the Plan or the Trust fund. Fund unless such Fiduciary (hi) Where participates knowingly in such breach, (ii) has actual knowledge of such breach and fails to make efforts reasonable under the Committeecircumstances to remedy such breach, or (iii) through his or its failure to comply with Section 404(a)(1) of ERISA in performing his or its own specific fiduciary responsibilities with respect to the Director of InvestmentsPlan or the Trust Fund, has enabled such other Fiduciary to commit a Participant or an Investment Manager has the power and authority to direct the investment of any assets breach of the Trust fund, IDS Trust does not have any duty latter's fiduciary responsibilities with respect to question any direction, to review any securities the Plan or other property, or to make any suggestions in connection therewith. IDS Trust will as promptly as possible comply with any direction given by the Committee, the Director of Investments, a Participant or an Investment Manager. IDS Trust will neither be liable in any manner and for any reason for any losses or other unfavorable investment results arising from its compliance with such direction, nor be liable for failing to invest any assets of the Trust fund under the management and control of the Committee, the Director of Investments, a Participant or an Investment Manager in the absence of written investment directions regarding such assetsFund.