Common use of Trustee Powers Clause in Contracts

Trustee Powers. The Trustee shall have the following powers and authority: (a) to sell, exchange, convey, transfer or otherwise dispose of any property held in the Trust, by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (b) to cause any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust; (c) to keep that portion of the Trust in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Trust; (d) to make, execute, acknowledge and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Company.

Trustee Powers. The Trustee shall have the following powers and authority: (ai) Subject to paragraphs (b),(c) and (d) of this Section 4, to sell, exchange, convey, transfer transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction; no . No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency expediency, or propriety of any such sale or other disposition;. (bii) to To cause any securities or other property held as part of the Trust to be registered in the Trustee’s 's own name, in the name of one or more of its nominees nominees, or in the Trustee's account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust;. (ciii) to To keep that portion of the Trust in cash or cash balances as the Trustee Sponsor or Administrator may, from time to time, deem to be in the best interest of the Trust;. (div) to To make, execute, acknowledge acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted;. (ev) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to To settle, compromise compromise, or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency)claims, debts debts, or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action action, from the Trust if not paid by the Company;Sponsor. (gvi) to To employ legal, accounting, clerical clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; andSponsor. (hvii) to To do all other acts, acts although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give the Trust this trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the CompanySECTION 5.

Trustee Powers. The Trustee Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility and to do all such things and execute all such instruments as they deem necessary, proper or desirable in order to promote the following powers interests of the Trust, though such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. Without limiting the foregoing, the Trustees may adopt Bylaws not inconsistent with this Declaration of Trust providing for the conduct of the business of the Trust and may amend and repeal them to the extent that such Bylaws do not reserve that right to the Shareholders; they may enlarge or reduce their number, may fill vacancies in their number, including vacancies caused by enlargement of their number, and may remove Trustees with or without cause upon the majority vote of the other Trustees; they may elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number, and terminate, any one or more committees consisting of two or more Trustees, including an executive committee which may, when the Trustees are not in session, exercise some or all of the power and authority of the Trustees as the Trustees may determine; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set record dates for the determination of Shareholders with respect to various matter, and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such custodian or underwriter. Without limiting the foregoing, the Trustees shall have power and authority: (a) To invest and reinvest cash, and to sell, exchange, convey, transfer or otherwise dispose of any property held in the Trust, by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other dispositionhold cash uninvested; (b) to cause To sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any securities or other property held as part all of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part assets of the Trust; (c) To act as a distributor of shares and as underwriter of, or broker or dealer in, securities or other property; (d) To vote or give assent, or exercise any rights of ownership, with respect to keep that portion stock or other securities or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (e) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities; (f) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise; (g) To allocate assets, liabilities and expenses of the Trust to a particular series of Shares or to apportion the same among two or more series, provided that any liabilities or expenses incurred by a particular series of Shares shall be payable solely out of the assets of that series; (h) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer, any security of which is or was held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer, and to pay calls or subscriptions with respect to any security held in the Trust; (di) To join with other security holders in acting through a committee depositary, voting trustee or otherwise, and in that connection to makedeposit any security with, executeor transfer any security to, acknowledge and deliver any and all documents of transfer such committee, depositary or conveyance trustee, and to carry out delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the powers herein grantedtrustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper; (ej) To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including but not limited to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashionclaims for taxes; (fk) to settleTo enter into joint ventures, compromise general or submit to arbitration limited partnerships and any claims other combinations or associations; (l) To borrow funds; (m) To endorse or guarantee the payment of any notes or other than claims obligations of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trustany person; to commence make contracts of guaranty or defend suits suretyship, or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearingsotherwise assume liability for payment thereof; and to pay all reasonable expenses arising from any such action from mortgage and pledge the Trust if not paid by the Companyproperty or any part thereof to secure any of or all such obligations; (gn) To purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, including without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or managers, principal underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to employ legalhave been taken or omitted by any such person as Shareholder, accountingTrustee, clerical officer, employee, agent, investment adviser or manager, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability. (o) To pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other assistance retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as may be required in carrying out a means of providing such retirement and other benefits, for any or all of the provisions Trustees, officers, employees and agents of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the CompanyTrust; and (hp) To engage in any other lawful act or activity in which corporations organized under the Massachusetts Business Corporation Law may engage. The Trustees shall not in any way be bound or limited by any present or future law or custom in regard to do all other actsinvestments by trustees. Except as otherwise provided herein or from time to time in the Bylaws, although not specifically mentioned herein, as any action to be taken by the Trustee Trustees may deem necessary to carry out any be taken by a majority of the foregoing powers Trustees present at a meeting of Trustees (a quorum being present), within or without Massachusetts, including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and the purposes participation by such means shall constitute presence in person at a meeting, or by written consents of a majority of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; Trustees then in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companyoffice.

Trustee Powers. The Trustee shall have the following powers and authority: (a) Subject to the provisions of this Trust Agreement, to sell, exchange, convey, transfer transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction; no . No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency expediency, or propriety of any such sale or other disposition;. (b) to To cause any securities or other property held as part of the Trust to be registered in the Trustee’s 's own name, in the name of one or more of its nominees nominees, or in the Trustee's account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust;. (c) to To keep that portion of the Trust in cash or cash balances as the Trustee Fortune may, from time to time, deem to be in the best interest of the Trust;. (d) to To make, execute, acknowledge acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted;. (e) to To borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock process Plan transactions in a timely fashion;, provided that the cost of borrowing shall be allocated in a reasonable fashion to the investment fund(s) in need of liquidity. (f) to To settle, compromise compromise, or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency)claims, debts debts, or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action action, from the Trust if not paid by the Company;Fortune. (g) to To employ legal, accounting, clerical clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; andFortune. (h) To invest all of any part of the assets of the Trust in guaranteed interest contracts and short-term investments (including interest bearing accounts with the Trustee of money market mutual funds advised by affiliates of the Trustee) and in any collective investment trust or group trust, including any collective investment trust or group trust maintained by the Trustee, which then provides for the pooling of the assets of plans described in Section 401(a) and exempt from tax under Section 501(a) of the Code, or any comparable provisions of any future legislation that amends, supplements, or supersedes those sections, provided that such collective investment trust or group trust is exempt from tax under the Code or regulations or rulings issued by the Internal Revenue Service; the provisions of the document governing such collective investment trusts or group trusts, as it may be amended from time to time, shall govern any investment therein and are hereby made a part of this Trust Agreement. (i) To do all other acts, acts although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Company.

Trustee Powers. The Trustee shall have the following powers, rights and duties subject to Section 8 and the other provisions of this Trust Agreement. The Trustee shall exercise such powers only upon the direction of an investment manager, where such powers relate to an investment manager Account, upon the direction of the Company or its designee prior to a Change in Control, and authorityin its sole discretion otherwise: (aA) To receive and hold all contributions paid to it by the Company; provided, however, that the Trustee shall have no duty to require any contributions to be made to it; (B) To effectuate the written investment instructions given by the Company or its designee without regard to any law now or hereafter in force limiting investments of fiduciaries; (C) To retain in the Trust for investment, any property deposited with the Trustee hereunder; (D) To have the authority to invest and reinvest assets of the Trust in shares of common or preferred stock, bonds, notes, debentures, short-term securities, mutual funds (including any such fund from which the Trustee or any affiliate thereof receives an investment management fee or any other fee), common Trust funds, and other property, real or personal, of any kind; to purchase and sell "put" or "call" options on publicly traded securities; and to acquire, hold, manage, operate, sell, contract to sell, exchangegrant options with respect to, convey, transfer or exchange, transfer, abandon, lease, manage, and otherwise dispose deal with respect to assets of any property held in the Trust, by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (bE) To acquire, hold or dispose of insurance or annuity contracts as directed by the Company or its designee; (F) To borrow from anyone such amount or amounts of money necessary to cause carry out the purpose of this Trust and for that purpose to mortgage or pledge all or any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust; (cG) to keep that To retain in the Trust for investment or pending distributions, any portion of the Trust in cash or cash balances deemed appropriate by the Trustee; (H) To establish accounts in any affiliate of the Trustee and in such other banks and financial institutions as the Trustee may, from time deems appropriate to time, deem to be in carry out the best interest purposes of the Trust; (dI) To deposit securities with a clearing corporation as defined in Article Eight of the Uniform Commercial Code; to makehold the certificates representing securities, executeincluding those in bearer form, acknowledge in bulk form with and deliver any to merge such certificates into certificates of the same class of the same issuer which constitutes assets of other accounts or owners, without certification as to the ownership attached; and all documents of to utilize a book-entry system for the transfer or conveyance pledge of securities held by the Trustee or by a clearing corporation, provided that the records of the Trustee shall indicate the actual ownership of the securities and to carry out other property of the powers herein grantedTrust Fund; (eJ) to borrow funds from To participate in and use the Federal book-entry Account system, a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid service provided by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions Federal Reserve Bank for its member banks for deposit of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the CompanyTreasury securities; and (hK) to do all other acts, although not specifically mentioned herein, as To hold securities or property in the name of the Trustee may deem necessary to carry out any or its nominee or nominees or in such other form as it deems best with or without disclosing the Trust relationship, providing the records of the foregoing powers and Trust shall indicate the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence actual ownership of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companysecurities or other property.

Trustee Powers. The Trustee shall have the following powers and authority: (a) to sell, exchange, convey, transfer or otherwise dispose of any property held in the Trust, by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (b) to cause any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust; (c) to keep that portion of the Trust in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Trust; (d) to make, execute, acknowledge and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire Zenith in accordance with the Berkshire Zenith Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Company.

Trustee Powers. The Trustee shall have the following powers and authority: (ai) Subject to paragraphs (b) and (c) of this Section 5, to sell, exchange, convey, transfer transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction; no . No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency expediency, or propriety of any such sale or other disposition;. (bii) to To cause any securities or other property held as part of the Trust to be registered in the Trustee’s 's own name, in the name of one or more of its nominees nominees, or in the Trustee's account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust;; provided, (ciii) to To keep that portion of the Trust in cash or cash balances as the Trustee Sponsor or Administrator may, from time to time, deem to be in the best interest of the Trust;. (div) to To make, execute, acknowledge acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted;. (ev) to To borrow funds from a bank or other financial lending institution which is not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock process Plan transactions in a timely fashion;; provided however, that the cost of such borrowing shall be allocated in a reasonable fashion to the investment fund(s) requiring such liquidity. (fvi) to To settle, compromise compromise, or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency)claims, debts debts, or damages due to or arising from the Trust; to commence or defend suits lawsuits or legal or administrative proceedings; to represent the Trust in all suits lawsuits and legal and administrative hearings; and to pay all reasonable costs and expenses arising from any such action from the Trust Trust, if not paid by the Company;Sponsor. (gvii) to To employ legal, accounting, clerical clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust Trust, if not paid by the Company; andSponsor. (hviii) Subject to paragraphs (b) and (c) of this Section 5, to invest all or any part of the assets of the Trust in investment contracts and short term investments (including interest bearing accounts with the Trustee or money market mutual funds advised by affiliates of the Trustee) and in any collective investment trust or group trust, including any collective investment trust or group trust maintained by the Trustee, which then provides for the pooling of the assets of plans described in Section 401(a) and exempt from tax under Section 501(a) of the Code, (or any comparable provisions of any future legislation that amends, supplements, or supersedes these sections), provided that such collective investment trust or group trust is exempt from tax under the Code or regulations or rulings issued by the Internal Revenue Service. The provisions of the document governing such collective investment trusts or group trusts, as it may be amended from time to time, shall govern any investment therein and are hereby made a part of this Trust Agreement. (ix) To do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Company.

Trustee Powers. The valid Trustee shall have may: perform any administrative act normally prescribed by Law for the following powers proper administration of a Trust; and authority: (a) register the Trust in one or more Foreign Jurisdictions to sell, exchange, convey, transfer or otherwise dispose enable the Trust to engage in lawful trade and commerce; and use and register all post and communication of the Trust for the purpose of international recognition of the legal standing of the Trust by foreign entities and the status of the Trust; and establish a special deposit account with a reputable bank ensuring that any property held of the trust placed in the bank account remains the legal property of the Trust and not the bank; and convey and deposit property to the special deposit bank account for the purpose of administering the needs of the Trust; pay or deduct all costs, by private contract charges, commissions, stamp duties, imposts, outgoings and expenses of or at public auction; no person dealing incidental to the Trust Fund or its management or in connection with the preparation, execution and stamping of this deed, as though the Trustee shall be bound were the absolute owner of the Trust Fund and the income of the Trust Fund; and attract and encourage donations, gifts, endowments, trust distributions and other forms of financial assistance to see or for the benefit of the Trust; and employ and pay or provide any benefit for any employee without being responsible for the default of the employee or for any loss occasioned by the employment; and engage and pay any agent, contractor or professional person without being responsible for the default of the agent, contractor or employee or for any loss occasioned by the engagement; and sponsor, organize and undertake fund raising activities and arrange for the issue of appeals to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (b) to cause any securities or other property held public for donations; and accept as part of the Trust Fund any gifts donations, settlements or other dispositions in money or property to be registered or in favor of the Trust Fund and either retain them in their original form without selling or converting them into money, or invest, apply or deal with them in any way that the Trustee may invest, apply or deal with the Trust Fund under this deed; and decline or otherwise refuse to accept as part of the Trust Fund any gift, donation, settlement or other disposition in money or property; and manage any real property it holds with all the powers of an absolute owner including, but not limited to, power to allow any Beneficiary to occupy the property on the terms and conditions the Trustee thinks fit; and change an investment for any others or vary the terms and conditions on which an investment is held; and sell or otherwise dispose of the whole or any part of the investments or property of the Trust Fund; and borrow or raise or secure the payment of money and secure the repayment of any debt, liability, contract, guarantee or other engagement in any way and, in particular, by mortgage, charge, lien, encumbrance, debenture or other security, fixed or floating, over any present or future asset of any kind and wherever situated; and take and act on the opinion of an expert in relation to the interpretation or effect of this deed or any of the trusts or powers of this deed without responsibility for any loss or error resulting from doing so, but this provision does not stop the Trustee from applying to a court of competent jurisdiction; and take any action for the adequate protection or insurance of any part of the Trust Fund; and purchase, draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, and other negotiable or transferable instruments of any kind; and do all other things incidental to the exercise of the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust; (c) to keep that portion of the Trust in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Trust; (d) to make, execute, acknowledge and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of under this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companydeed.

Trustee Powers. The In the administration of the Trust, in addition to, and not in limitation of, any powers or authority of the Trustee shall have under the following Trust or which the Trustee has under applicable law in addition thereto (all such additional powers and authorityauthority being specifically hereby granted to the Trustee), the Trustee is authorized and empowered to do the following, without advertisement and without order of court and without having to post bond or make any returns or report of its doings to any court: (a) To purchase or subscribe for any securities or property, including, without limitation, shares of mutual funds, and to retain the same in trust; (b) To sell, exchange, convey, transfer transfer, or otherwise dispose of of, any securities or property held in the Trustby it, by private contract or at public auction; , with or without advertising, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (bc) To vote any stocks, bonds or other securities except for these securities held at the direction of the Investment Manager as described in Section V hereof; to cause give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust to be registered Fund; (d) To register any investment held as a part of the Fund in the Trustee’s its own name, name or in the name of one or more of its nominees a nominee, and to hold any investments investment in bearer formform or through or by a central clearing corporation maintained by institutions active in the national securities markets, but the books and records of the Trustee shall at all times show that all such investments are part of the TrustFund; (ce) To write covered call options and to keep that portion purchase or sell put options and financial futures contracts; (f) To employ and act through suitable agents, accountants, appraisers and attorneys (who may be counsel for the Trustee) and to pay their reasonable expenses and compensation, and the Trustee may from time to time consult with counsel (who, without limitations may be counsel to the Trustee or to a Plan Sponsor), and shall be protected to the extent the law permits in acting upon the advice of counsel in regard to legal questions, and may also from time to time employ agents and expert assistants and delegate to them the ministerial duties which it sees fit, and in which event the Trustee shall periodically review the performance of the persons to whom these duties have been delegated; (g) To borrow or raise moneys for the purposes of the Trust in such amounts, and upon such terms and conditions, as the Trustee in its absolute discretion may deem advisable; and for any sums so borrowed to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all or any part of the Fund; and no person lending money to the Trustee shall be bound to see to the application of the money lent or to require into the validity, expediency or propriety of the borrowing; (h) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments or agreements that may be necessary or appropriate to carry out the powers of the Trustee under this Trust or incidental thereto; (i) To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Fund, to commence or defend any suits or legal or administrative proceedings arising or necessary or appropriate in connection with the Plan, the Trust, the Fund, the administration and operation thereof or the powers or authority of the Trustee under the Trust, and to represent the Plan, the Trust, and the Fund in all suits and legal and administrative proceedings; (j) To keep such Portions of the Fund in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Trust;, it being understood that the Trustee shall not be required to pay any interest on any cash balances; and (dk) Generally, to make, execute, acknowledge do all such acts and to execute and deliver any and all documents such instruments as in the judgment of transfer the Trustee may be necessary or conveyance and desirable to carry out any powers or authority of the powers herein granted; (e) Trustee, without advertisement and without order of court and without having to borrow funds from a bank not affiliated post bond or make any returns or report of its doings to any court. Notwithstanding any other term or condition of the Trust or the Plan, the Trustee shall neither engage in any transaction with the assets of the Fund in violation of the provisions of Section 406 of ERISA nor violate the provisions of Section 406 of ERISA, nor may the Trustee purchase or sell Company Stock or determine the price at which Company Stock will be purchased or sold, except at the proper direction of the Investment Committee, or, in order to provide sufficient liquidity to make disbursements to Berkshire the event an Investment Committee has not been appointed, the Board of Directors or an appropriate committee thereof, which direction is given in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors terms of the Company in the event of the Company’s Insolvency), debts or damages due Plan and is not contrary to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the CompanyERISA.

Trustee Powers. The Trustee shall have the following powers powers, rights and authorityduties subject to the Section 8 and the other provisions of this Trust Agreement: (aA) To receive and hold all contributions paid to it by the Company; provided, however, that the Trustee shall have no duty to require any contributions to be made to it; (B) To effectuate the written investment instructions given by the Company or its designee without regard to any law now or hereafter in force limiting investments of fiduciaries; (C) To retain in the Trust for investment, any property deposited by the Trustee hereunder; (D) To have the authority to invest and reinvest assets of the Trust in shares of common or preferred stock, bonds, notes, debentures, short-term securities, partnerships, mutual funds (including any such fund from which the Trustee or any affiliate thereof receives an investment management fee or any other fee), common Trust funds, and other property, real or personal, of any kind; to purchase and sell "put" or "call" options on publicly traded securities; and to acquire, hold, manage, operate, sell, contract to sell, exchangegrant options with respect to, convey, transfer or exchange, transfer, abandon, lease, manage, and otherwise dispose deal with respect to assets of any property held in the Trust, by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (bE) To acquire, hold or dispose of insurance or annuity contracts as directed by the Company or its designee; (F) To borrow from anyone such amount or amounts of money necessary to cause carry out the purpose of this Trust and for that purpose to mortgage or pledge all or any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust; (cG) to keep that To retain in the Trust for investment or pending distributions, any portion of the Trust in cash deemed appropriate by the Trustee, notwithstanding that Trustee or cash balances any affiliate thereof may accrue interest on such amounts; (H) To establish accounts in any affiliate of the Trustee and in such other banks and financial institutions as the Trustee may, from time deems appropriate to time, deem to be in carry out the best interest purposes of the Trust; (dI) To deposit securities with a clearing corporation as defined in Article Eight of the Uniform Commercial Code; to makehold the certificates representing securities, executeincluding those in bearer form, acknowledge and deliver any and all documents of transfer or conveyance in bulk form with, and to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settlemerge such certificates into, compromise or submit to arbitration any claims (other than claims of creditors certificates of the Company in the event same class of the Company’s Insolvency)same issuer which constitutes assets of other accounts or owners, debts or damages due without certification as to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearingsownership attached; and to pay all reasonable expenses arising from any such action from utilize a book-entry system for the Trust if not paid transfer or pledge of securities held by the Company; (g) to employ legalTrustee or by a clearing corporation, accounting, clerical and other assistance as may be required in carrying out provided that the provisions records of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give indicate the actual ownership of the securities and other property of the Trust Fund. (J) To participate in and use the objective Federal book-entry Account system, a service provided by the Federal Reserve Bank for its member banks for deposit of carrying on a business and dividing Treasury securities. (K) To hold securities or property in the gains therefrom, within the meaning of Section 301.7701-2 name of the Procedure and Administrative Regulations promulgated pursuant to Trustee or its nominee or nominees or in such other form as it determines best with or without disclosing the Code. The Company may provide Trust relationship, providing the Trustee with an opinion records of counsel whether an annual fiduciary tax return should be filed for the Trust; in Trust shall indicate the absence actual ownership of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companysecurities or other property.

Trustee Powers. The Trustee shall have the following powers, ---------------- rights and duties subject to Section 8 and the other provisions of this Trust Agreement. The Trustee shall exercise such powers only upon the direction of an investment manager, where such powers relate to an investment manager Account, upon the direction of the Company or its designee prior to a Change in Control, and authorityin its sole discretion otherwise: (aA) To receive and hold all contributions paid to it by the Company; provided, however, that the Trustee shall have no duty to require any contributions to be made to it; (B) To effectuate the written investment instructions given by the Company or its designee without regard to any law now or hereafter in force limiting investments of fiduciaries; (C) To retain in the Trust for investment, any property deposited with the Trustee hereunder; (D) To have the authority to invest and reinvest assets of the Trust in shares of common or preferred stock, bonds, notes, debentures, short-term securities, mutual funds (including any such fund from which the Trustee or any affiliate thereof receives an investment management fee or any other fee), common Trust funds, and other property, real or personal, of any kind; to purchase and sell "put" or "call" options on publicly traded securities; and to acquire, hold, manage, operate, sell, contract to sell, exchangegrant options with respect to, convey, transfer or exchange, transfer, abandon, lease, manage, and otherwise dispose deal with respect to assets of any property held in the Trust, by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (bE) To acquire, hold or dispose of insurance or annuity contracts as directed by the Company or its designee; (F) To borrow from anyone such amount or amounts of money necessary to cause carry out the purpose of this Trust and for that purpose to mortgage or pledge all or any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust; (cG) to keep that To retain in the Trust for investment or pending distributions, any portion of the Trust in cash or cash balances deemed appropriate by the Trustee; (H) To establish accounts in any affiliate of the Trustee and in such other banks and financial institutions as the Trustee may, from time deems appropriate to time, deem to be in carry out the best interest purposes of the Trust; (dI) To deposit securities with a clearing corporation as defined in Article Eight of the Uniform Commercial Code; to makehold the certificates representing securities, executeincluding those in bearer form, acknowledge in bulk form with and deliver any to merge such certificates into certificates of the same class of the same issuer which constitutes assets of other accounts or owners, without certification as to the ownership attached; and all documents of to utilize a book-entry system for the transfer or conveyance pledge of securities held by the Trustee or by a clearing corporation, provided that the records of the Trustee shall indicate the actual ownership of the securities and to carry out other property of the powers herein grantedTrust Fund; (eJ) to borrow funds from To participate in and use the Federal book-entry Account system, a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid service provided by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions Federal Reserve Bank for its member banks for deposit of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the CompanyTreasury securities; and (hK) to do all other acts, although not specifically mentioned herein, as To hold securities or property in the name of the Trustee may deem necessary to carry out any or its nominee or nominees or in such other form as it deems best with or without disclosing the Trust relationship, providing the records of the foregoing powers and Trust shall indicate the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence actual ownership of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companysecurities or other property.

Trustee Powers. The Subject to the requirements and limitations of Nebraska law governing Police Officers Retirement Systems of Cities of the Fist Class, the Trustee shall have the following powers powers, rights, and authorityduties in addition to those vested in it elsewhere in the Plan or by law: (a) To purchase or subscribe for any securities or other property and to retain the same in trust. (b) To sell, exchange, convey, transfer transfer, or otherwise dispose of any securities or other property held in by the TrustTrustee, by private contract or at public auction; no . No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency expediency, or propriety of any such sale or other disposition;. (bc) To vote any stocks, bonds, or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights, or other options, and to make any payments incidental thereto; to oppose or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities; to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities, or other property held as part of the Pension Fund. (d) To cause any securities or other property held as part of the Trust Pension Fund, to be registered in the Trustee’s own name, name of the Trustee or in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust;Trustee's nominee. (ce) to keep that portion To borrow or raise money for the purpose of the Trust in cash or cash balances such amount, and upon such terms and conditions as the Trustee mayshall deem advisable; for any sums so borrowed, from time to timeissue its promissory note as Trustee; to secure the repayment thereof by paying all, deem to be in the best interest or any part, of the Trust;Pension Fund; and no person lending money to the Trustee shall be bound to see to the application of the money loaned or to inquire into the validity, expediency, or propriety of any such borrowing. (df) to To make, execute, acknowledge acknowledge, and deliver any and all documents of transfer deeds, assignments, conveyances, and any and all other instruments that may be necessary or conveyance and appropriate to carry out the powers herein granted;. (eg) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to To settle, compromise compromise, abandon, or submit to arbitration arbitration, any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency)claims, debts debts, or damages due to or arising from owing to, or from, the TrustPension Fund; to commence or defend suits or legal or administrative proceedings; and to represent the Trust Pension Fund in all suits and suits, legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company;proceedings. (gh) to To employ legal, accounting, clerical suitable agents and other assistance as counsel (who may be required in carrying out counsel to the provisions of this Agreement Employer) and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; andcompensation. (hi) to To do all other such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustee may deem necessary to administer the Pension Fund and to carry out any of the foregoing powers and the purposes of the this Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Company.

Trustee Powers. The In addition to all powers and discretions conferred generally upon fiduciaries under the laws of the State of Florida, the Trustee shall have the following powers powers, in each case exercisable from time to time at discretion and authoritywithout order or license of court; PROVIDED, however, that notwithstanding any of the provisions of this Trust Agreement, no power or discretion granted by law or by this Trust Agreement may be exercised by the Trustee if such exercise would in any way (i) be inconsistent with the Donor’s Intent as stated in Article II or otherwise defeat the intent of the Donor that the trust hereunder qualify as a charitable lead annuity trust so that the value of the interest passing to the Charitable Organization is deductible as a charitable guaranteed annuity under Sections 2055(e)(2)(B) and 2522(c)(2)(B) of the Code and so that the payments of the annuity amount to the Charitable Organization will be deductible from the gross income of the trust to the extent provided by Section 642(c) of the Code, or (ii) constitute a Prohibited Transaction as described in Article VII: (a) A. To retain indefinitely, and to invest and reinvest in, without notice to any beneficiary, stocks, shares, general or limited partnership interests, obligations and other securities or any other kind of personal or real property, even though any or all of the investments made or retained are of a character or size which, but for this express authority, would not be considered proper for a trustee; B. To sell, to exchange, conveyto lease and to make contracts concerning personal or real property, transfer for such consideration and upon such terms as to credit or otherwise dispose as the Trustee considers advisable, which leases and contracts may extend beyond the term of the trust; to give options on real or personal property of the trust; to establish depreciation, depletion, tax or any other reserves; and to execute deeds, transfers, leases, and other instruments of any property held in the Trust, by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other dispositionkind; (b) to cause any C. To hold securities or other property held as part of the Trust to be registered in the Trustee’s own name, bearer or unregistered form or in the name of one the Trustee or more of its nominees any other person, firm or corporation, without indication of any fiduciary capacity; D. To give general or special proxies or powers of attorney (which may or may not be discretionary and with power of substitution) for voting or acting with respect to securities; to deposit securities with, or transfer them to, protective committees, voting trustees or similar bodies; to join in any reorganization; and to hold any investments pay assessments or subscriptions called for in bearer form, but connection with securities held by the books and records of the Trustee shall at all times show that all such investments are part of the TrustTrustee; (c) to keep that portion of the Trust in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Trust; (d) to make, execute, acknowledge and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, E. To compromise or submit to arbitration any claims (other than claims of creditors claim or matter in dispute; F. To credit particular receipts or gains, and to charge particular disbursements or losses or charges, to income or to principal of the Company trust or to apportion them between income and principal, whether such credits or charges relate to bonds acquired at a premium, to reserves or to any other matter, all as the Trustee considers fair and reasonable in each case; G. To employ investment counsel and consult with them concerning the event investments and management of the Company’s Insolvency), debts or damages due trust and to or arising from delegate to them such powers as the TrustTrustee deems appropriate; to commence employ a custodian of any funds or defend suits or legal or administrative proceedingssecurities and to delegate to the custodian such powers as the Trustee deems appropriate; to represent the Trust in all suits employ investment bankers and legal and administrative hearings; other appraisal services to value securities or other investments which are not publicly traded and to pay all reasonable expenses arising from render advice and provide services in connection with the sale of any such action from securities or other investments; to employ legal counsel, accountants and other special services; and, in addition to the Trust compensation and expenses of the Trustee, to pay the compensation and expenses of all such services even if not paid rendered by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the CompanyTrustee; and (h) to do all H. To make any division or distribution of, or payment from, the trust, in kind by the fair and reasonable allotment and transfer of specific securities or other actspersonal or real property or undivided interests therein, although not specifically mentioned hereinat then current values, in lieu of cash, as a part or the Trustee may deem necessary to carry out whole of any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement one or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companymore shares or payments.

Trustee Powers. The Trustee shall have the following powers powers, rights and authorityduties subject to Article 8 and the other provisions of this Trust Agreement: (aA) To receive and hold all contributions paid to it by the Plan Administrator; (B) To effectuate the written investment instructions given by the Plan Administrator without regard to any law now or hereafter in force limiting investments of fiduciaries; (C) To have the authority to invest and reinvest assets of the Trust in shares of common or preferred stock, bonds, notes, debentures, short-term securities, mutual funds (including any such fund from which the Trustee or any affiliate thereof receives an investment management fee or any other fee), common Trust funds and other property, real or personal, of any kind; to purchase and sell "put" and "call" options on publicly traded securities; and to acquire, hold, manage, operate, sell, contract to sell, exchangegrant options with respect to, convey, transfer or exchange, transfer, abandon, lease, manage, and otherwise dispose deal with respect to assets of any property held in the Trust, by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (bD) To acquire, hold or dispose of insurance or annuity contracts as directed by the Plan Administrator; (E) To borrow from anyone such amount or amounts of money necessary to cause carry out the purpose of this Trust and for that purpose to mortgage or pledge all or any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust; (cF) to keep that To retain in the Trust for investment or pending distributions, any portion of the Trust in cash or cash balances deemed appropriate by the Trustee; (G) To establish accounts in any affiliate of the Trustee and in such other banks and financial institutions as the Trustee may, from time deems appropriate to time, deem to be in carry out the best interest purposes of the Trust; (dH) To deposit securities with a clearing corporation as defined in Article Eight of the Uniform Commercial Code; to makehold the certificates representing securities, executeincluding those in bearer form, acknowledge and deliver any and all documents of transfer or conveyance in bulk form with and to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors merge such certificates into certificates of the Company in the event same class of the Company’s Insolvency)same issuer which constitute assets of other accounts or owners, debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Company.without

Trustee Powers. The Trustee In addition to all common law and statutory authority, the Trustees shall have the following powers and authorityin the administration of the Trust Estate: (a) The Trustees are authorized to retain in the Trust for such time as they may deem advisable any property received by them from a Sponsor or other contributor whether or not such property is of the character permitted by law for the investment of trust funds. (a) Except as otherwise provided in this instrument, in administering the Trust, the Trustees, without bond, may exercise the following powers: hold, retain, invest, reinvest, and manage, without diversification as to kind, amount, or risk of non-productivity, in realty or personalty, and without limitation by statute or rule of law; partition, sell, exchange, grant, convey, transfer deliver, assign, transfer, lease, option, mortgage, pledge, abandon, borrow, loan, contract, distribute in cash or otherwise dispose kind or partly in each at fair market value on the date of distribution without requiring pro rata distribution of specific assets and without requiring pro rata allocation of the tax basis of such assets; hold in nominee form, continue business, carry out agreements, deal with itself, other fiduciaries, and business organizations in which the Trustees may have an interest; establish reserves, release powers, and abandon, settle, or contest claims. The Trustees shall have full power and authority, in their absolute discretion, without recourse to any property held in court or any notice whatsoever, to do all acts and things necessary to accomplish the purposes of this Trust, to do such other acts or things concerning the Trust as may be advisable, and to have and exercise all powers conferred upon fiduciaries by private contract or at public auction; no person dealing with law, including, but not limited to, all powers conferred upon fiduciaries by the Trustee shall be bound to see to Maine Probate Code, as that Act was amended on the application date of this instrument, and the purchase money or other property delivered to powers conferred upon the Trustee or to inquire Trustees by said Act are hereby incorporated into the validity, expediency or propriety of any such sale or other disposition;this instrument by reference. (b) Except as otherwise specifically provided in this Agreement, the Trustees shall have full power and authority to cause any securities or other property held as part determine, in their discretion, what shall constitute principal of the Trust Estate or any Trust account, gross income from the Trust Estate or any Trust account, and net income of the Trust Estate or any Trust account distributable under the terms of this Agreement. The determination by the Trustees as to what constitutes principal, gross income, or net income of the Trust Estate or of any Trust account shall be conclusive and binding on all persons in any manner interested in any Trust account created or to be registered in the Trustee’s own name, in the name of one or more of its nominees and created pursuant to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust;this Agreement. (c) All property taxes, assessments, fees, charges, and other expenses incurred by the Trustees in the administration or protection of the trusts created by this Agreement, unless directly attributable to keep that portion a specific Trust account, shall be a general charge on the Trust Estate and shall be paid by the Trustees prior to allocation of net income to any of the Trust accounts or out of the principal of the Trust accounts or partially out of the principal and partially out of the income in cash or cash balances such manner and proportions as the Trustee may, from time to time, Trustees may deem to be in the best interest of the Trust; (d) to make, execute, acknowledge and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companyadvisable.

Trustee Powers. The As directed by the Primary Sponsor, in the administration of the Trust, in addition to, and not in limitation of, any powers or authority of the Trustee shall under the Trust or which the Trustee may have the following under applicable law in addition thereto (all such additional powers and authorityauthority being specifically hereby granted to the Trustee), the Trustee is authorized and empowered to do the follow- ing, without advertisement and without order of court and without having to post bond or make any returns or report of its doings to any court: (a) A. To purchase or subscribe for any securities or property, including, without limitation, shares of mutual funds and to retain the same in trust; B. To sell, exchange, convey, transfer transfer, or otherwise dispose of of, any securities or property held in the Trustby it, by private contract or at public auction; , with or without advertising, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (b) C. To vote any stocks, bonds or other securities; to cause give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Fund; provided, however, that the voting, tendering or similar rights with respect to any Qualifying Employer Securities which are subject to investment direction by Members shall be registered exercised by Members or, where applicable, their Beneficiaries; D. To register any investment held as a part of the Fund in the Trustee’s its own name, name or in the name of one or more of its nominees a nominee, and to hold any investments invest- ment in bearer formform or through or by a central clearing corporation maintained by institutions active in the national securities markets, but the books and records of the Trustee shall at all times show that all such investments are part of the TrustFund; E. To write covered call options and to purchase or sell put options and financial futures contracts; F. To employ and act through suitable agents, accountants, appraisers and attorneys (cwho may be counsel for the Trustee) and to keep that portion pay their reasonable expenses and compensation, and the Trustee may consult with counsel (who, without limitation, may be counsel to the Trustee or to a Plan Sponsor), and shall be protected to the extent the law permits in acting upon the advice of counsel in regard to legal questions, and may also employ agents and expert assistants and delegate to them the ministerial duties which it sees fit, in which event the Trustee shall periodically review the performance of the Trust in cash persons to whom these duties have been delegated; G. To borrow or cash balances as raise money for the Trustee may, from time to time, deem to be in the best interest purposes of the Trust; and for any sums so borrowed to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all or any part of the Fund; and no person lending money to the Trustee shall be bound to see to the application of the money lent or to inquire into the validity, expediency or propriety of the borrowing; (d) to H. To make, execute, acknowledge and deliver any and all documents of transfer or and conveyance and all other instruments or agreements that may be necessary or appropriate to carry out the powers herein grantedof the Trustee under the Trust or incidental thereto; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to I. To settle, compromise or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency)claims, debts or damages due or owing to or arising from the Trust; Fund, to commence or defend suits or any legal or administrative proceedings; proceedings arising, necessary or appropriate in connection with the Plan, the Trust, the Fund, the administration thereof or the powers or authority of the Trustee under the Trust, and to represent the Trust Plan, the Trust, and the Fund in all suits and legal and administrative hearings; and proceedings; J. To keep such portions of the Fund in cash or cash balances as necessary to meet anticipated distributions from or administrative costs of the Plan or Fund, it being understood that the Trustee shall not be required to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Companyinterest on any cash balances; and (h) K. Generally, to do all other acts, although not specifically mentioned herein, acts and to execute and deliver all instruments as in the judgment of the Trustee may deem be necessary or desirable to carry out any powers or authority of the foregoing powers Trustee, without advertisement, without order of court and the purposes without having to post bond or make any returns or report of the Trust. Notwithstanding its doings to any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companycourt.

Trustee Powers. The In addition to and not by way of limitation upon the fiduciary powers granted to it by law, the Trustee shall have the following powers specific powers, subject to direction by the Committee and authoritysubject to the limitations set forth in Section 2.1: (a) 2.3-1 to receive, hold, manage, invest and reinvest the money or other property which constitutes the Trust Fund, without distinction between principal and income; 2.3-2 to hold funds uninvested temporarily without liability for interest thereon, and to deposit funds in one or more savings or similar accounts with any banks and savings and loan associations which are insured by an instrumentality of the federal government, including the Trustee if it is such an institution. 2.3-3 to invest or reinvest the whole or any portion of the money or other property which constitutes the Trust Fund in such common or preferred stocks, investment trust shares, mutual funds, commingled trust funds, partnership interests, bonds, notes, or other evidences of indebtedness, and real and personal property as the Committee in its absolute judgment and discretion may deem to be for the best interests of the Trust Fund, regardless of nondiversification to the extent that such nondiversification is clearly prudent, and regardless of whether any such investment or property is authorized by law regarding the investment of trust funds, of a wasting asset nature, temporarily non-income producing, or within or without the United States; 2.3-4 to invest in common and preferred stocks, bonds, notes, or other obligations of any corporation or business enterprise in which an Employer or its owners may own an interest; 2.3-5 to exchange any investment or property, real or personal, for other investments or properties at such time and upon such terms as the Trustee shall deem proper; 2.3-6 to sell, exchangetransfer, convey, transfer convey or otherwise dispose of any property held investment or property, real or personal, for cash or on credit, in such manner and upon such terms and conditions as the TrustTrustee shall deem advisable, by private contract or at public auction; and no person dealing with the Trustee shall be bound under any duty to see inquire as to the validity, expediency, or propriety of any such sale or as to the application of the purchase money or other property delivered paid to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other dispositionTrustee; (b) 2.3-7 to cause hold any securities investment or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of the Trustee, with or without the designation of any fiduciary capacity, or in name of a nominee, or unregistered, or in such other form that title may pass by delivery; provided, however, that the Trustee's records always show that such investment or property belongs to the Trust Fund and the Trustee shall not be relieved hereby of its responsibility to maintain safe custody of the Trust Fund; 2.3-8 to organize one or more of its nominees and corporations to hold hold, manage, or liquidate any investments property, including real estate, owned or acquired by the Trust Fund if in bearer form, but the books and records sole discretion of the Trustee shall at all times show that all the organization of such investments are part of the Trust; (c) to keep that portion of the Trust in cash corporation or cash balances as the Trustee may, from time to time, deem to be in corporations is for the best interest of the Trust; (d) 2.3-9 to makeextend the time for payment of, executeto modify, acknowledge to renew, or to release security from any mortgage, note or other evidence of indebtedness, or to take advantage of or waive any default; to foreclose mortgages and deliver bid in property under foreclosure or to take title to property by conveyance in lieu of foreclosure, either with or without the payment of additional consideration; 2.3-10 to vote in person or by proxy all stocks and other securities having voting privileges; to exercise or refrain from exercising any option or privilege with respect to stocks and other securities, including any right or privilege to subscribe for or otherwise to acquire stocks and other securities; or to sell any such right or privilege; to assent to and join in any plan of refinance, merger, consolidation, reorganization or liquidation of any corporation or other enterprise in which this Trust may have an interest, to deposit stocks and other securities with any committee formed to effectuate the same, to pay any expense incidental thereto, to exchange stocks and other securities for those which may be issued pursuant to any such plan, and to retain as an investment the stocks and other securities received by the Trustee; and to deposit any investment in a voting trust; notwithstanding the preceding, participants and beneficiaries shall be entitled to direct the manner in which stock allocated to their respective accounts are to be voted on all matters. All Stock which has been allocated to participants' accounts for which the Trustee has received no written direction and all documents of transfer or conveyance and to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire unallocated Employer securities will be voted in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors Section 7.1 of the Company in Plan. Whenever such voting rights are to be exercised, the event of Employer, the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits Committee and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary shall see that all Participants and Beneficiaries are provided with adequate opportunity to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted deliver their instructions to the Trustee pursuant regarding voting of Stock allocated to this Agreement their accounts. The instructions of the Participants with respect to the voting of allocated shares hereunder shall be confidential; 2.3-11 to abandon any property, real or to applicable lawpersonal, which the Trustee at the direction of the Committee, shall consider to be worthless or not have of sufficient value to warrant its keeping or protecting; to abstain from the payment of taxes, water rents, assessments, repairs, maintenance, and upkeep of any power that could give such property; to permit any such property to be lost by tax sale or other proceedings, and to convey any such property for a nominal consideration or without consideration; 2.3-12 to borrow money from an Employer or from others (including the Trustee), and to enter into installment contracts, for the purchase of Stock upon such terms and conditions and at such reasonable rates of interest as the Committee may deem to be advisable, to issue its promissory notes as Trustee to evidence such debt, to secure the payment of such notes by pledging any property of the Trust Fund, and to authorize the objective holders of carrying on any such notes to pledge them to secure obligations of the holders and in connection therewith to repledge any assets of the Trust as security therefor; provided that, with respect to any extension of credit to the Trust involving, as a business and dividing the gains therefromlender or guarantor, an Employer or another "disqualified person" within the meaning of Section 301.7701-2 4975(e)(2) of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed Code -- (a) each loan or installment contract is primarily for the Trustbenefit of Participants and Beneficiaries of the Plan; in (b) any interest on a loan or installment contract does not exceed a reasonable rate; (c) the absence proceeds of such opinionany loan shall be used only to acquire Stock, to repay the Trustee may consult with counsel loan, or to the extent it deems appropriate on such issuerepay a previous loan meeting these conditions, and the subject of any resulting counsel fees installment contract shall be charged to only the Trust to the extent not paid by the Company.Trust's purchase of Stock;

Trustee Powers. The Trustee shall have the following powers powers, rights and authorityduties subject to the Section 8 and the other provisions of this Trust Agreement: (aA) To receive and hold all contributions paid to it by the Company; provided, however, that the Trustee shall have no duty to require any contributions to be made to it; (B) To effectuate the written investment instructions given by the Company or its designee without regard to any law now or hereafter in force limiting investments of fiduciaries; (C) To retain in the trust for investment, any property deposited by the Trustee hereunder; (D) To have the authority to invest and reinvest assets of the Trust in shares of common or preferred stock, bonds, notes, debentures, short-term securities, mutual funds, common Trust funds, and other property, real or personal, of any kind; to purchase and sell "put" and "call" options on publicly traded securities; and to acquire, hold, manage, operate, sell, contract to sell, exchangegrant options with respect to, convey, transfer or exchange, transfer, abandon, lease, manage, and otherwise dispose deal with respect to assets of any property held in the Trust, by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (bE) To acquire, hold or dispose of insurance or annuity contracts as directed by the Company or its designee; (F) To borrow from anyone such amount or amounts of money necessary to cause carry out the purpose of this Trust and for that purpose to mortgage or pledge all or any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust; (cG) to keep that To retain in the Trust for investment or pending distributions, any portion of the Trust in cash or cash balances deemed appropriate by the Trustee; (H) To establish accounts in any commercial department of the Trustee and in such other banks and financial institutions as the Trustee may, from time deems appropriate to time, deem to be in carry out the best interest purposes of the Trust; (dI) To deposit securities with a clearing corporation as defined in Article Eight of the Uniform Commercial Code; to makehold the certificates representing securities, executeincluding those in bearer form, acknowledge and deliver any and all documents of transfer or conveyance in bulk form with and to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors merge such certificates into certificates of the Company in the event same class of the Company’s Insolvency)same issuer which constitutes assets of other accounts or owners, debts or damages due without certification as to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearingsownership attached; and to pay all reasonable expenses arising from any such action from utilize a book-entry system for the Trust if not paid transfer or pledge of securities held by the Company; (g) to employ legalTrustee or by a clearing corporation, accounting, clerical and other assistance as may be required in carrying out provided that the provisions records of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give indicate the actual ownership of the securities and other property of the Trust Fund. (J) To participate in and use the objective Federal book-entry Account system, a service provided by the Federal Reserve Bank for its member banks for deposit of carrying on a business and dividing Treasury securities. (K) To hold securities or property in the gains therefrom, within the meaning of Section 301.7701-2 name of the Procedure and Administrative Regulations promulgated pursuant to Trustee or its nominee or nominees or in such other form as it determines best with or without disclosing the Code. The Company may provide Trust relationship, providing the Trustee with an opinion records of counsel whether an annual fiduciary tax return should be filed for the Trust; in Trust shall indicate the absence actual ownership of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companysecurities or other property.

Trustee Powers. The In addition to and not in limitation of such powers as the Trustee has by law or under any other provisions of the Plan, the Trustee shall have the following powers subject to the provisions of Sections 15.5 and authority15.6: (a) to sell, convey, transfer, exchange, conveypartition, transfer or otherwise dispose grant options with respect to, lease, mortgage, pledge any assets of any property held in the TrustTrust Fund, by private contract or at public auction; no person dealing with for such consideration and upon such terms and conditions as the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other dispositiondetermine; (b) to cause vote, in person or by proxy, any securities corporate stock or other property held assets having voting rights; to exercise any conversion privilege, subscription right or any other right or option given to the Trustee as part the owner of any asset of the Trust Fund; (c) to consent to, take any action in connection with, and receive and retain any securities resulting from any reorganization, consolidation, or merger affecting any assets of the Trust Fund; (d) to cause title to the assets of the Trust Fund to be registered in the name of the Trustee’s own name, in or the name of one any nominee or more of its nominees and to hold any investments retain such assets unregistered or in bearer formform permitting transferability by delivery, but provided the books and records of the Trustee shall at all times show indicate that all such investments assets are part of the Trust Fund; (e) to borrow such sum or sums as the Trustee may consider necessary or desirable to administer the Trust, provided the Trustee shall not borrow from any person, corporation, partnership or other entity described as a "party interest" as defined in Section 3(14) of ERISA; (f) to employ such agents and counsel as may be reasonably necessary in collecting, managing, administering, investing, and distributing the assets of the Trust Fund; (g) to compromise, adjust and settle any and all claims against or in favor of the Trustee or the Trust; (c) to keep that portion of the Trust in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Trust; (dh) to make, execute, acknowledge and deliver any and all documents of transfer that may be necessary or conveyance and appropriate to carry out the powers herein granted; (ei) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out exercise any of the foregoing powers and the purposes rights of an individual owner with respect to any assets of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the CompanyFund.

Trustee Powers. The Trustee shall have the following powers and authority: (ai) Subject to this Section 5, to sell, exchange, convey, transfer transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction; no . No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency expediency, or propriety of any such sale or other disposition;. (bii) to To cause any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees nominees, or in the Trustee’s account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust;. (ciii) to To keep that portion of the Trust in cash or cash balances as the Trustee Sponsor or Administrator may, from time to time, deem to be in the best interest of the Trust;. (div) to To make, execute, acknowledge acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted;. (ev) to To borrow funds from a bank or other financial institution not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock process Plan transactions in a timely fashion;, provided that the cost of borrowing shall be allocated in a reasonable fashion to the investment fund(s) in need of liquidity. The Sponsor acknowledges that it has received the disclosure on the Trustee’s line of credit program and credit allocation policy and a copy of the text of Prohibited Transaction Exemption 2002-55 prior to executing this Agreement if applicable. (fvi) to To settle, compromise compromise, or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency)claims, debts debts, or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action action, from the Trust if not paid by the Company;Sponsor. (gvii) to To employ legal, accounting, clerical clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; andSponsor. (hviii) to To do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether will file an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid required by the Companylaw.

Trustee Powers. The Trustee In addition to all common law and statutory authority, the Trustees shall have the following powers and authorityin the administration of the Trust Estate: (a) The Trustees are authorized to retain in the Trust for such time as they may deem advisable any property received by them from a Sponsor or other contributor whether or not such property is of the character permitted by law for the investment of trust funds. (a) Except as otherwise provided in this instrument, in administering the Trust, the Trustees, without bond, may exercise the following powers: hold, retain, invest, reinvest, and manage, without diversification as to kind, amount, or risk of non-productivity, in realty or personalty, and without limitation by statute or rule of law; partition, sell, exchange, grant, convey, transfer deliver, assign, transfer, lease, option, mortgage, pledge, abandon, borrow, loan, contract, distribute in cash or otherwise dispose kind or partly in each at fair market value on the date of distribution without requiring pro rata distribution of specific assets and without requiring pro rata allocation of the tax basis of such assets; hold in nominee form, continue business, carry out agreements, deal with itself, other fiduciaries, and business organizations in which the Trustees may have an interest; establish reserves, release powers, and abandon, settle, or contest claims. The Trustees shall have full power and authority, in their absolute discretion, without recourse to any property held in court or any notice whatsoever, to do all acts and things necessary to accomplish the purposes of this Trust, to do such other acts or things concerning the Trust as may be advisable, and to have and exercise all powers conferred upon fiduciaries by private contract or at public auction; no person dealing with law, including, but not limited to, all powers conferred upon fiduciaries by the Trustee shall be bound to see to Maine Probate Code, as that Act was amended on the application date of this instrument, and the purchase money or other property delivered to powers conferred upon the Trustee or to inquire Trustees by said Act are hereby incorporated into the validity, expediency or propriety of any such sale or other disposition;this instrument by reference. (b) Except as otherwise specifically provided in this Agreement, the Trustees shall have full power and authority to cause any securities or other property held as part determine, in their discretion, what shall constitute principal of the Trust Estate or any Trust account, gross income from the Trust Estate or any Trust account, and net income of the Trust Estate or any Trust account distributable under the terms of this Agreement. The determination by the Trustees as to what constitutes principal, gross income, or net income of the Trust Estate or of any Trust account shall be conclusive and binding on all persons in any manner interested in any Trust account created or to be registered in the Trustee’s own name, in the name of one or more of its nominees and created pursuant to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust;this Agreement. (c) All property taxes, assessments, fees, charges, and other expenses incurred by the Trustees in the administration or protection of the trusts created by this Agreement, unless directly attributable to keep that portion a specific Trust account, shall be a general charge on the Trust Estate and shall be paid by the Trustees prior to allocation of net income to any of the Trust accounts or out of the principal of the Trust accounts or partially out of the principal of the income in cash or cash balances such manner and proportions as the Trustee may, from time to time, Trustees may deem to be in the best interest of the Trust; (d) to make, execute, acknowledge and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companyadvisable.

Trustee Powers. The In the administration of the Fund, in addition to, and not in limitation of, any powers or authority of the Trustee shall under this Trust Agreement or which the Trustee may have the following under applicable law in addition thereto (all such additional powers and authorityauthority being specifically hereby granted to the Trustee), the Trustee is authorized and empowered to do the following, in its sole discretion in relation to any portion of the Fund for which it has investment responsibility or discretion, or as directed, to the extent investment responsibility or discretion is assigned to an Investment Manager or the Investment Committee: (a) To purchase or subscribe for any securities or property, including, without limitation, shares of mutual funds, and to retain the same in trust; (b) To sell, exchange, convey, transfer transfer, or otherwise dispose of of, any securities or property held in the Trustby it, by private contract or at public auction; , with or without advertising, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other dispositionmoney; (bc) Subject to cause the provisions of Plan Section 11, to vote any stocks, bonds, or other securities, subject however to the provisions of the Plan, except for those securities held at the direction of an Investment Manager as described in Section V of the Trust Agreement; to give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with regard to stocks, bonds, securities or other property held as part of the Trust Fund; (d) To write covered call options and to purchase or sell put options and financial futures contracts; (e) To employ and act through suitable agents, accountants, appraisers and attorneys (who may be registered in counsel for the Trustee’s own name, in the name of one or more of its nominees ) and to hold pay their reasonable expenses and compensation; (f) To borrow or raise moneys for the purposes of the Fund in such amounts, and upon the terms as the Trustee in its absolute discretion may deem advisable; and for any investments in bearer formsums so borrowed to issue its promissory note as Trustee, but and to secure the books repayment thereof by pledging all or any part of the Fund; and records of no person lending money to the Trustee shall at all times show that all such investments are part be bound to see to the application of the Trustmoney lent; (cg) To settle, compromise or submit to arbitration any claims, to commence or defend any suits or legal or administrative proceedings arising or necessary or appropriate in connection with the Fund, and to represent the Plan and Trust in all suits and legal and administrative proceedings; (h) To keep that portion such portions of the Trust Fund in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Trust, it being understood that the Trustee shall not be required to pay any interest on any cash balances; and (i) To transfer, at any time and from time to time, all or any part of the Fund, after receiving written approval from the Primary Sponsor, all or any part of the Fund in one or more group trusts or collective investment funds now existing or hereafter established (including, without limitation, group trusts or collective investment funds now or hereafter established by the Trustee) which contemplate the commingling for investment purposes of the funds therein with trust assets of other retirement plans qualified under Code Section 401(a) and established by other businesses, institutions and organizations. To the extent required by Revenue Ruling 81-100 and to the extent consistent with the Plan, the terms and provisions of the declaration of trust creating any group trust or collective investment fund in which all or any part of the Fund is invested, as in force and effect at the time of the investment and as thereafter amended, are hereby adopted and made a part hereof, and any part of the Fund so invested shall be subject to all of the terms and provisions, as in force and effect at the time of the investment and as thereafter amended, of any declaration of trust creating the group trust or collective investment fund. The Trustee shall, after receiving initial written approval from the Primary Sponsor, from time to time withdraw from the group trust or collective investment fund all or such part of the Fund as the Trustee shall deem advisable. In addition, the Trustee shall have the following powers and authority in the administration of the Fund, to be exercised in its sole discretion, regardless of whether an Investment Manager or the Investment Committee has been designated to instruct the Trustee with respect to the investment of any portion of the Fund: (1) To register any investment held as a part of the Fund in its own name or in the name of a nominee, and to hold any investment in bearer form or through or by a central clearing corporation maintained by institutions active in the national securities markets, but the books and records of the Trustee shall at all times show that all investments are part of the Fund; (d2) to To make, execute, acknowledge and deliver any and all documents of transfer or and conveyance and any and all other instruments or agreements that may be necessary or appropriate to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with of the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise under this Trust Agreement or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Companyincidental thereto; and (h3) Generally, to do all other acts, although not specifically mentioned herein, acts and to execute and deliver all instruments as in the judgment of the Trustee may deem be necessary or desirable to carry out any powers or authority of the foregoing powers Trustee, without advertisement and the purposes without order of the Trustcourt and without having to post bond or make any returns or report of its doings to any court. Notwithstanding any powers granted to other term or condition of the Trustee pursuant to Plan or this Agreement or to applicable lawTrust Agreement, the Trustee shall not have engage in any power that could give transaction with the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 assets of the Procedure and Administrative Regulations promulgated pursuant to Fund in violation of the Code. The Company may provide the Trustee with an opinion provisions of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the CompanyERISA Section 406.

Trustee Powers. (a) The Trustee shall have act with the following powers care, skill, prudence and authority: (a) to sell, exchange, convey, transfer or otherwise dispose of any property held diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the Trust, by private contract or at public auction; no person dealing conduct of an enterprise of a like character and with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition;like aims. (b) If the Trustee undertakes or defends any arbitration, proceeding or litigation arising in connection with Trust B, the Company agrees to cause any securities or other property held as part of indemnify the Trust Trustee against the Trustee's costs, expenses and liabilities (including, without limitation, reasonable attorneys' fees and expenses) relating thereto and to be registered in the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all primarily liable for such investments are part of the Trust;payments. (c) The Trustee may consult with legal counsel (who, prior to keep that portion any Change of Control, may also be counsel for the Trust in cash Company generally) with respect to any of its duties or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Trust;obligations hereunder. (d) The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to make, execute, acknowledge and deliver assist it in performing any and all documents of transfer its duties or conveyance and to carry out obligations hereunder. The expense of such professionals shall be paid by the powers herein granted;Company. (e) to borrow funds from a bank not affiliated with The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of Trust B, the Trustee in order shall have no power to provide sufficient liquidity name a beneficiary of the policy other than Trust B, to make disbursements assign the policy (as distinct from conversion of the policy to Berkshire in accordance with a different form) other than to a successor Trustee, or to loan to any person the Berkshire Preferred Stock in a timely fashion;proceeds of any borrowing against such policy. (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Trust B Agreement or to applicable law, the Trustee shall not have any power that could give the Trust B the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Company.

Trustee Powers. The Trustee shall have the following powers, rights and duties subject to Section 8 and the other provisions of this Trust Agreement. The Trustee shall exercise such powers only upon the direction of an investment manager, where such powers relate to an Investment Manager Account, upon the direction of the Sponsor or its designee prior to a Change in Control, and authorityin its sole discretion otherwise: (aA) To receive and hold all contributions paid to it by the Company; provided, however, that the Trustee shall have no duty to require any contributions to be made to it; (B) To effectuate the written investment instructions given by the Sponsor or its designee without regard to any law now or hereafter in force limiting investments of fiduciaries; (C) To retain in the Trust for investment, any property deposited with the Trustee hereunder; (D) To have the authority to invest and reinvest assets of the Trust in shares of common or preferred stock, bonds, notes, debentures, short-term securities, mutual funds (including any such fund from which the Trustee or any affiliate thereof receives an investment management fee or any other fee), common trust funds, and other property, real or personal, of any kind; to purchase and sell "put" or "call" options on publicly traded securities; and to acquire, hold, manage, operate, sell, contract to sell, exchangegrant options with respect to, convey, transfer or exchange, transfer, abandon, lease, manage, and otherwise dispose deal with respect to assets of any property held in the Trust, by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (bE) To acquire, hold or dispose of insurance or annuity contracts as directed by the Sponsor or its designee; (F) To borrow from anyone such amount or amounts of money necessary to cause carry out the purpose of this Trust and for that purpose to mortgage or pledge all or any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust; (cG) to keep that To retain in the Trust for investment or pending distributions, any portion of the Trust in cash or cash balances deemed appropriate by the Trustee; (H) To establish accounts in any affiliate of the Trustee and in such other banks and financial institutions as the Trustee may, from time deems appropriate to time, deem to be in carry out the best interest purposes of the Trust; (dI) To deposit securities with a clearing corporation as defined in Article Eight of the Uniform Commercial Code; to makehold the certificates representing securities, executeincluding those in bearer form, acknowledge in bulk form with and deliver any to merge such certificates into certificates of the same class of the same issuer which constitutes assets of other accounts or owners, without certification as to the ownership attached; and all documents of to utilize a book-entry system for the transfer or conveyance pledge of securities held by the Trustee or by a clearing corporation, provided that the records of the Trustee shall indicate the actual ownership of the securities and to carry out other property of the powers herein grantedTrust Fund; (eJ) to borrow funds from To participate in and use the Federal book-entry account system, a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency), debts or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid service provided by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions Federal Reserve Bank for its member banks for deposit of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the CompanyTreasury securities; and (hK) to do all other acts, although not specifically mentioned herein, as To hold securities or property in the name of the Trustee may deem necessary to carry out any or its nominee or nominees or in such other form as it deems best with or without disclosing the Trust relationship, providing the records of the foregoing powers and Trust shall indicate the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence actual ownership of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companysecurities or other property.

Trustee Powers. The Trustee shall have the following powers and -------------- authority: (ai) Subject to paragraphs (b), (c), and (d) of this Section 4, to sell, exchange, convey, transfer transfer, or otherwise dispose of any property held in the Trust, by private contract or at public auction; no . No person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency expediency, or propriety of any such sale or other disposition;. (ii) Subject to paragraphs (b) and (c) of this Section 4, to invest in guaranteed investment contracts and short-term investments (including interest bearing accounts with the Trustee or money market mutual funds advised by affiliates of the Trustee) and in collective investment funds maintained by the Trustee for qualified plans, in which case the provisions of each collective investment fund in which the Trust is invested shall be deemed adopted by the Sponsor and the provisions thereof incorporated as a part of this Trust and the Plan. (iii) To cause any securities or other property held as part of the Trust to be registered in the Trustee’s 's own name, in the name of one or more of its nominees nominees, or in the Trustee's account with the Depository Trust Company of New York and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust;. (civ) to To keep that portion of the Trust in cash or cash balances as the Trustee PIC may, from time to time, deem to be in the best interest of the Trust;. (dv) To borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to process Plan transactions relating to the HEI Common Stock Fund in a timely fashion; provided that the cost of such borrowing shall be allocated to the HEI Common Stock Fund. (vi) To make, execute, acknowledge acknowledge, and deliver any and all documents of transfer or conveyance and to carry out the powers herein granted;. (evii) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to To settle, compromise compromise, or submit to arbitration any claims (other than claims of creditors of the Company in the event of the Company’s Insolvency)claims, debts debts, or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action action, from the Trust if not paid by the Company;Sponsor. (gviii) to To employ legal, accounting, clerical clerical, and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; andSponsor. (hix) to To do all other acts, acts although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Company.

Trustee Powers. The In the administration of the Trust, in addition to, and not in limitation of, any powers or authority of the Trustee shall have under the following Trust or which the Trustee has under applicable law in addition thereto (all such additional powers and authorityauthority being specifically hereby granted to the Trustee), the Trustee is authorized and empowered to do the following, without advertisement and without order of court and without having to post bond or make any returns or report of its doings to any court: (a) To purchase or subscribe for any securities or property, including, without limitation, shares of mutual funds, and to retain the same in trust; (b) To sell, exchange, convey, transfer transfer, or otherwise dispose of of, any securities or property held in the Trustby it, by private contract or at public auction; , with or without advertising, and no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (bc) To vote any stocks, bonds or other securities except for these securities held at the direction of the Investment Manager as described in Section V hereof; to cause give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to make any payments incidental thereto; to oppose or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bond, securities or other property held as part of the Trust to be registered Fund; (d) To register any investment held as a part of the Fund in the Trustee’s its own name, name or in the name of one or more of its nominees a nominee, and to hold any investments investment in bearer formform or through or by a central clearing corporation maintained by institutions active in the national securities markets, but the books and records of the Trustee shall at all times show that all such investments are part of the TrustFund; (ce) To write covered call options and to keep that portion purchase or sell put options and financial futures contracts; (f) To employ and act through suitable agents, accountants, appraisers and attorneys (who may be counsel for the Trustee) and to pay their reasonable expenses and compensation, and the Trustee may from time to time consult with counsel (who, without limitation, may be counsel to the Trustee or to a Plan Sponsor), and shall be protected to the extent the law permits in acting upon the advice of counsel in regard to legal questions, and may also from time to time employ agents and expert assistants and delegate to them the ministerial duties which it sees fit, and in which event the Trustee shall periodically review the performance of the persons to whom these duties have been delegated; (g) To borrow or raise moneys for the purposes of the Trust in such amounts, and upon such terms and conditions, as the Trustee in its absolute discretion may deem advisable; and for any sums so borrowed to issue its promissory note as Trustee, and to secure the repayment thereof by pledging all or any part of the Fund; and no person lending money to the Trustee shall be bound to see to the application of the money lent or to inquire into the validity, expediency or propriety of the borrowing; (h) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments or agreements that may be necessary or appropriate to carry out the powers of the Trustee under this Trust or incidental thereto; (i) To settle, compromise or submit to arbitration any claims, debts or damages due or owing to or from the Fund, to commence or defend any suits or legal or administrative proceedings arising or necessary or appropriate in connection with the Plan, the Trust, the Fund, the administration and operation thereof or the powers or authority of the Trustee under the Trust, and to represent the Plan, the Trust, and the Fund in all suits and legal and administrative proceedings; (j) To keep such portions of the Fund in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Trust;, it being understood that the Trustee shall not be required to pay any interest on any cash balances; and (dk) Generally, to make, execute, acknowledge do all such acts and to execute and deliver any and all documents such instruments as in the judgment of transfer the Trustee may be necessary or conveyance and desirable to carry out any powers or authority of the powers herein granted; (e) Trustee, without advertisement and without order of court and without having to borrow funds from a bank not affiliated post bond or make any returns or report of its doings to any court. Notwithstanding any other term or condition of the Trust or the Plan, the Trustee shall neither engage in any transaction with the assets of the Fund in violation of the provisions of Section 406 of ERISA nor violate the provisions of Section 406 of ERISA, nor may the Trustee purchase or sell Company Stock or determine the price at which Company Stock will be purchased or sold, except at the proper direction of the Investment Committee, or, in order to provide sufficient liquidity to make disbursements to Berkshire the event an Investment Committee has not been appointed, the Board of Directors or an appropriate committee thereof, which direction is given in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors terms of the Company in the event of the Company’s Insolvency), debts or damages due Plan and is not contrary to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out the provisions of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code. The Company may provide the Trustee with an opinion of counsel whether an annual fiduciary tax return should be filed for the Trust; in the absence of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the CompanyERISA.

Trustee Powers. The 4.1 Except to the extent the Plan Administrator provides written directives to the Trustee to purchase or sell specific investment assets that are to serve as the measure of the investment return on one or more Trust Accounts, the Trustee shall have the following exclusive authority and responsibility to invest and reinvest the assets of the Trust Fund in accordance with the general investment guidelines provided from time to time in writing by the Plan Administrator (the "Investment Guidelines"). 4.2 To the extent the Plan Administrator provides specific directives for the purchase or sale of Trust assets, the Trustee shall effect the directed transactions and shall not incur any liability as a result of its compliance with such directives. The Trustee may invest and reinvest all remaining Trust assets in accordance with the Investment Guidelines and may rely on such guidelines until written notice to the contrary is provided by the Plan Administrator. 4.3 Upon receipt of any cash contributions from the Company that are to be invested in specific investment assets in accordance with the Plan Administrator's directives, the Trustee may, for a reasonable period, hold such contributions in interest-bearing accounts until sufficient amounts are accumulated to purchase one or more full units of the particular asset or security designated by the Plan Administrator in its investment directives. 4.4 With respect to Trust assets that are to be invested in accordance with the Investment Guidelines, the Trustee may invest or reinvest all or any specified portion thereof in any Trustee-administered commingled or collective trust fund with the same general investment objectives, and the instruments under which any such commingled or collective fund has been established shall be incorporated into this Trust Agreement and made a part hereof. In no event, however, may any assets of the Trust Fund be invested or reinvested in stocks, securities or debt instruments issued by the Company or any parent or subsidiary company (as determined pursuant to the provisions of Code Section 424). 4.5 Subject to (i) the express obligations of the Trustee under this Trust Agreement and (ii) any specific investment directives provided by the Plan Administrator, the Trustee shall have all the rights, powers and privileges of an absolute owner when dealing with the assets of the Trust Fund, including (without limitation) full power and authority: (ai) to hold, manage, improve, repair and control all property of the Trust Fund, real or personal; and to sell, convey, transfer, exchange, partition, lease, or otherwise dispose of the same from time to time in such manner, for such consideration and upon such terms and conditions, including credit, as the Trustee shall determine in its discretion; (ii) to purchase (or subscribe for) and retain any securities or other property, including life insurance policies, and to establish margin accounts in connection therewith to the extent applicable; (iii) to exercise any option, conversion privilege or subscription right given the Trustee as the owner of any security held in the Trust Fund; to exercise any and all voting rights upon any stocks, bonds or other securities; to give general or special proxies or powers of attorney with or without power of substitution; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property comprising the Trust Fund; (iv) to commence or defend legal or administrative proceedings, and to compromise, arbitrate, or settle claims, debts or damages in favor of or against the Trust and to deliver or accept, in either total or partial satisfaction of any indebtedness or other obligation, any property, and to continue to hold for such period of time as the Trustee may deem appropriate any property so received, and to pay all costs and reasonable attorney fees in connection therewith out of the assets of the Trust Fund; (v) to foreclose any obligation by judicial proceeding or otherwise; (vi) to deposit any securities held in the Trust Fund with a securities depository; (vii) to invest assets of the Trust Fund in time deposits or savings accounts bearing a reasonable rate of interest; to invest in Treasury Bills and other forms of United States government obligations; to deposit monies in federally insured savings accounts or certificates of deposit in banks or savings and loan associations; (viii) to sell, exchangepurchase or acquire put or call options that are traded on and purchased through a national securities exchange registered under the Securities Exchange Act of 1934, conveyas amended, transfer or otherwise dispose of any property held in the Trustor, if not so traded, that are guaranteed by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application a member firm of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other dispositionNew York Stock Exchange; (bix) to cause any securities or other property held as part of the Trust to be registered in the Trustee’s own name, - whether or not required by federal or California state statute - and to carry any such securities in the name of one a nominee or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust;nominees; and (c) to keep that portion of the Trust in cash or cash balances as the Trustee may, from time to time, deem to be in the best interest of the Trust; (dx) to make, execute, acknowledge and deliver any and all documents of transfer or and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted;. (e) to borrow funds from a bank not affiliated 4.6 The Trustee shall at all times act 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 and with like aims. 4.7 The Trustee shall not incur liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in order conformity with, the terms of the Plan or this Trust Agreement and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to provide sufficient liquidity a court of competent jurisdiction to resolve the dispute. 4.8 The Trustee shall be fully protected in acting upon any instruction, directive or document believed by the Trustee to be genuine and to be presented or signed by the person or persons duly authorized to do so, and the Trustee shall be under no duty to make disbursements any investigation or inquiry as to Berkshire the authenticity of such instruction or document. 4.9 The Trustee may consult with legal counsel of the Trustee's choice, including counsel for the Company, upon any question or matter arising hereunder and shall be fully protected in accordance with acting in good faith upon the Berkshire Preferred Stock in a timely fashion;advice of such counsel. (f) to settle, compromise or submit to arbitration 4.10 If the Trustee has knowledge that any claims (other than claims of creditors directive of the Company in or the event Plan Administrator constitutes a breach of the Company’s Insolvency), debts 's or damages due to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearings; and to pay all reasonable expenses arising from any such action from the Trust if not paid by the Company; (g) to employ legal, accounting, clerical and other assistance as may be required in carrying out Plan Administrator's obligations under the provisions of the Plan or this Agreement Trust Agreement, then the Trustee shall not be obligated to follow such directive and shall have full power and authority to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, take such remedial action as the Trustee may deem necessary deems necessary. 4.11 The Trustee shall be responsible solely for its own acts, or omissions and shall not incur any liability for a breach of duty by the Company or the Plan Administrator under the Plan or this Trust Agreement, unless the Trustee participates knowingly in such breach, knowingly undertakes to carry out any conceal such breach, has actual knowledge of such breach and fails to take reasonable action to remedy such breach or, through its own negligence in performing its fiduciary responsibilities with respect to the Trust Fund, has enabled the Company or the Plan Administrator to commit a breach of the foregoing powers latter's duties or responsibilities under the Plan or this Trust Agreement. 4.12 To the extent the Plan Administrator fails to furnish investment or reinvestment directives or other investment guidelines after the Trustee has requested instruction, then the Trustee may, in the absence of such directives or guidelines, either (i) take such affirmative action as the Trustee deems appropriate and proper for the purposes Trust Fund or (ii) refuse to take any action with respect to the investment or reinvestment of the TrustTrust Fund. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable lawIn such latter event, the Trustee shall not have incur any power that could give liability for its inaction, unless the Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 conduct of the Procedure and Administrative Regulations promulgated pursuant to Trustee in the Code. The Company may provide matter otherwise renders the Trustee with an opinion liable under Section 5.10 for any breach of counsel whether an annual fiduciary tax return should be filed for duty by the Trust; in Company or the absence of such opinionPlan Administrator. 4.13 The Trustee shall have no obligation to institute legal proceedings, the Trustee may consult with counsel or to the extent it deems appropriate on such issuedefend against any claim or action, and any resulting counsel fees shall be charged arising from or relating to the Trust Fund or any transactions or distributions effected thereunder, unless the Trustee is provided with adequate assurances of indemnification from the Company against any and all loss, cost, liability or expense associated therewith, and the Company hereby agrees to provide such indemnification as and when such expenses are incurred; provided, however, that such -------- indemnification shall not extend to any settlement agreement entered into by the extent not Trustee without the prior written consent of the Plan Administrator. 4.14 The Trustee may hire agents, accountants, actuaries and financial consultants for purposes of obtaining assistance in the performance of its duties and responsibilities hereunder, including (without limitation) any determination of the Company's Insolvency, and may pay the reasonable compensation and expenses of such individuals out of the assets of the Trust Fund, unless paid by the CompanyCompany within forty-five (45) days after receipt of the written ▇▇▇▇.

Trustee Powers. The Trustee shall have the following powers powers, rights and authorityduties subject to Section 8 and the other provisions of this Trust Agreement: (aA) To receive and hold all contributions paid to it by the Plan Sponsors; (B) To effectuate the written investment instructions given by the Plan Sponsors or their designee without regard to any law now or hereafter in force limiting investments of fiduciaries; (C) To retain in separate Accounts for each Plan Sponsor within the trust for investment, any property deposited by the Plan Sponsors hereunder, allocated among Subaccounts in accordance with Section 7 hereof; (D) To have the authority to invest and reinvest assets of the Trust in shares of common or preferred stock, bonds, notes, debentures, short- term securities, mutual funds (including any such fund from which the Trustee or any affiliate thereof receives an investment management fee or any other fee), common Trust funds, and other property, real or personal, of any kind; to purchase and sell "put" and "call" options on publicly traded securities; and to acquire, hold, manage, operate, sell, contract to sell, exchangegrant options with respect to, convey, transfer or exchange, transfer, abandon, lease, manage, and otherwise dispose deal with respect to assets of any property held in the Trust, by private contract or at public auction; no person dealing with the Trustee shall be bound to see to the application of the purchase money or other property delivered to the Trustee or to inquire into the validity, expediency or propriety of any such sale or other disposition; (bE) To acquire, hold or dispose of insurance or annuity contracts as directed by the Plan Sponsors or their designees; (F) To borrow from anyone such amount or amounts of money necessary to cause carry out the purpose of this Trust and for that purpose to mortgage or pledge all or any securities or other property held as part of the Trust to be registered in the Trustee’s own name, in the name of one or more of its nominees and to hold any investments in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust; (cG) to keep that To retain in the Trust for investment or pending distributions, any portion of the Trust in cash or cash balances deemed appropriate by the Trustee; (H) To establish accounts in any affiliate of the Trustee and in such other banks and financial institutions as the Trustee may, from time deems appropriate to time, deem to be in carry out the best interest purposes of the Trust; (dI) To deposit securities with a clearing corporation as defined in Article Eight of the Uniform Commercial Code; to makehold the certificates representing securities, executeincluding those in bearer form, acknowledge and deliver any and all documents of transfer or conveyance in bulk form with and to carry out the powers herein granted; (e) to borrow funds from a bank not affiliated with the Trustee in order to provide sufficient liquidity to make disbursements to Berkshire in accordance with the Berkshire Preferred Stock in a timely fashion; (f) to settle, compromise or submit to arbitration any claims (other than claims of creditors merge such certificates into certificates of the Company in the event same class of the Company’s Insolvency)same issuer which constitute assets of other accounts or owners, debts or damages due without certification as to or arising from the Trust; to commence or defend suits or legal or administrative proceedings; to represent the Trust in all suits and legal and administrative hearingsownership attached; and to pay all reasonable expenses arising from any such action from utilize a book-entry system for the Trust if not paid transfer or pledge of securities held by the Company; (g) to employ legalTrustee or by a clearing corporation, accounting, clerical and other assistance as may be required in carrying out provided that the provisions records of this Agreement and to pay their reasonable expenses and compensation from the Trust if not paid by the Company; and (h) to do all other acts, although not specifically mentioned herein, as the Trustee may deem necessary to carry out any of the foregoing powers and the purposes of the Trust. Notwithstanding any powers granted to the Trustee pursuant to this Agreement or to applicable law, the Trustee shall not have any power that could give indicate the actual ownership of the securities and other property of the Trust Fund. (J) To participate in and use the objective Federal book-entry account system, a service provided by the Federal Reserve Bank for its member banks for deposit of carrying on a business and dividing Treasury securities. (K) To hold securities or property in the gains therefrom, within the meaning of Section 301.7701-2 name of the Procedure and Administrative Regulations promulgated pursuant to Trustee or its nominee or nominees or in such other form as it determines best with or without disclosing the Code. The Company may provide Trust relationship, providing the Trustee with an opinion records of counsel whether an annual fiduciary tax return should be filed for the Trust; in Trust shall indicate the absence actual ownership of such opinion, the Trustee may consult with counsel to the extent it deems appropriate on such issue, and any resulting counsel fees shall be charged to the Trust to the extent not paid by the Companysecurities or other property.