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EXHIBIT 4.4
TRUST AGREEMENT
FOR
NEWPORT STEEL CORPORATION
HOURLY EMPLOYEES RETIREMENT SAVINGS PLAN
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TABLE OF CONTENTS
PREAMBLE
ARTICLE I
DEFINITIONS; PURPOSE; RIGHTS OF ELIGIBLE
EMPLOYEES AND BENEFICIARIES
1.1 DEFINITIONS ........................................... 2
1.2 PURPOSE ............................................... 2
1.3 RIGHTS OF ELIGIBLE EMPLOYEES AND BENEFICIARIES ........ 2
ARTICLE II
POWERS AND DUTIES OF THE TRUSTEE
2.1 POWERS AND DUTIES OF TRUSTEE .......................... 3
2.2 TRUST FUNDS AND INVESTMENTS ........................... 3
2.3 ADJUSTMENT OF CLAIMS .................................. 5
2.4 BORROWING ............................................. 5
2.5 VOTING RIGHTS ......................................... 5
2.6 DIRECTIONS TO TRUSTEE ................................. 6
2.7 REGISTRATION OF SECURITIES; NOMINEES .................. 7
2.8 AGENTS, ATTORNEYS, ACTUARIES, AND ACCOUNTANTS ......... 7
2.9 DEPOSIT OF FUNDS ...................................... 7
2.10 PAYMENT OF TAXES; INDEMNITY ........................... 7
2.11 RECORDS AND STATEMENTS ................................ 8
2.12 AUTHORITY ............................................. 8
2.13 COURT ACTION NOT REQUIRED ............................. 8
2.14 RELIANCE ON WRITTEN DIRECTIONS ........................ 8
2.15 TRUSTEE'S PERFORMANCE ................................. 9
2.16 COUNSEL ............................................... 9
2.17 INSURANCE CONTRACTS ................................... 9
ARTICLE III
PAYMENTS OUT OF THE TRUST
3.1 PAYMENTS............................................... 10
3.2 COMPENSATION AND EXPENSES.............................. 10
3.3 RETURN OF CONTRIBUTIONS TO THE SPONSOR................. 10
(i)
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ARTICLE IV
SUCCESSION TO THE TRUSTEESHIP
4.1 RESIGNATION OF THE TRUSTEE......................... 11
4.2 REMOVAL OF THE TRUSTEE............................. 11
4.3 APPOINTMENT OF A SUCCESSOR TRUSTEE................. 11
ARTICLE V
AMENDMENT
5.1 RIGHT OF AMENDMENT................................. 12
5.2 LIMITATION ON AMENDMENT............................ 12
ARTICLE VI
MISCELLANEOUS
6.1 VALIDITY OF TRUST AGREEMENT........................ 13
6.2 NO GUARANTEES...................................... 13
6.3 DUTY TO FURNISH INFORMATION........................ 13
6.4 WITHHOLDING........................................ 13
6.5 PARTIES BOUND...................................... 13
6.6 BONDING REQUIREMENTS............................... 13
(ii)
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PREAMBLE
THIS Trust Agreement, formerly known as the Trust Agreement for Newport Steel
Corporation Hourly Employees Flexible Compensation Plan, is entered into by and
between Newport Steel Corporation (the "Sponsor") and Key Trust Company of
Ohio, N.A., a national banking association with full trust powers, (the
"Trustee");
WHEREAS, under declaration of trust, there is presently maintained a trust for
the purpose of providing benefits under the Newport Steel Corporation Hourly
Employees Retirement Savings Plan, formerly known as the Newport Steel
Corporation Hourly Employees Flexible Compensation Plan (the "Plan");
WHEREAS, effective September 26, 1998, the Newport Steel Corporation Hourly
Employees Profit Sharing Plan and Trust were merged into the Plan and this
Trust Agreement;
WHEREAS, the Trustee consents to the merger of the Newport Steel Corporation
Hourly Employees Profit Sharing Plan and Trust into the Plan and this Trust
Agreement and agrees to hold the assets transferred from such plan and trust in
accordance with the terms of this Trust Agreement;
WHEREAS, the Sponsor desires to amend and restate in their entirety the
provisions of the declaration of trust in this Trust Agreement;
NOW, THEREFORE, the parties agree that effective as of September 27, 1998, the
prior declaration of trust is hereby amended and restated in this Trust
Agreement and that the Trustee shall hold all assets presently held in the
trust and all funds and other property from time to time contributed or
transferred to it pursuant to the provisions of the Plan, together with all the
increments, proceeds, investments and reinvestments thereof, in trust, for the
uses and purposes and upon the terms and conditions hereinafter set forth.
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ARTICLE I
DEFINITIONS; PURPOSE; RIGHTS OF ELIGIBLE
EMPLOYEES AND BENEFICIARIES
1.1 DEFINITIONS
For all purposes of this Trust Agreement, the terms defined in the Plan shall
have the meanings therein set forth, unless, as the case may be, a different
meaning is clearly required by the context hereof.
1.2 PURPOSE
The Trust is established to provide retirement and other benefits for eligible
employees and their beneficiaries. Except as provided in Section 3.3, prior to
the satisfaction of all liabilities under the Plan, no part of the Trust assets
may be applied to any purpose other than providing benefits under the Plan and
for defraying expenses of administering the Plan and the Trust.
1.3 RIGHTS OF ELIGIBLE EMPLOYEES AND BENEFICIARIES
The rights of eligible employees and their beneficiaries shall be determined
solely under the Plan.
ARTICLE II
POWERS AND DUTIES OF THE TRUSTEE
2.1 POWERS AND DUTIES OF TRUSTEE
In the administration of the Trust, the Trustee shall have the powers and
duties set forth in this Article II, in addition to all powers and duties
otherwise expressly set forth in this Trust Agreement.
2.2 TRUST FUNDS AND INVESTMENTS
The Trustee shall establish Trust Funds as provided by the Plan or this Trust
Agreement or as designated by the Sponsor under authority of the Plan or this
Trust Agreement in which all the assets of the Trust shall be held. Subject to
the provisions of Section 2.6, and with respect to such Trust Funds, the
Trustee is empowered:
(a) to invest and reinvest all or any part of the Trust, including both
principal and income, in such securities, including employer
securities, real estate, and other property as may be
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selected by it; moreover, the Trustee may invest and reinvest the
entire Trust or any part thereof in qualifying employer securities and
qualifying employer real property;
(b) to purchase annuities or otherwise invest assets of the Trust under a
contract or contracts with an insurance company or companies, and hold
and retain such contract or contracts as part of the Trust;
(c) to invest and reinvest all or any part of the Trust under an insurance
contract or contracts that contain provisions relating to a guaranteed
rate of return on such investment;
(d) to sell, lease, exchange, or otherwise dispose of all or any part of
the Trust at such prices, upon such terms and conditions, and in such
manner as it shall determine, including the right to lease, with or
without option to purchase, for any term, and also including the right
to surrender or cancel any insurance or annuity contract or contracts
at any time held in the Trust;
(e) to exercise, buy, or sell rights of conversion or subscription;
provided, however, that any conversion of employer securities shall be
on the same terms as are applicable to all holders of the convertible
securities and in exchange for at least the fair market value of the
securities converted;
(f) to enter into or oppose any plan of consolidation, merger,
reorganization, capital readjustment, or liquidation of any
corporation or other issuer of securities held hereunder (including
any plan for the sale, lease, or mortgage of any of its property or
the adjustment or liquidation of any of its indebtedness) and, in
connection with any such plan, to enter into any security holders'
trust agreement, to deposit securities under such agreement, and to
pay assessments or subscriptions from the other assets held hereunder;
(g) to retain in cash or in forms of investment otherwise unproductive of
income such portion of the Trust as it shall determine is necessitated
by the cash requirements of the Trust; provided, however, that, to the
maximum extent feasible, such amounts shall be held which are
productive of income but are sufficiently liquid to meet such cash
requirements;
(h) to deposit securities held hereunder in any depository;
(i) to transfer to and invest all or any part of the Trust in the Key Bank
Managed Guaranteed Income Fund, the Key Bank Multiple Investment Trust
for Employee Benefit Trusts, or any collective investment trust which
constitutes an exempt trust within the meaning of the Code and which is
then maintained by a bank or trust company, or any of its affiliates,
when such bank or trust company is acting as Trustee, co-Trustee, agent
for the Trustee, or as an Investment Manager; provided that the
instrument establishing such collective
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investment trust, as amended from time to time, shall govern any
investment therein, and is hereby made a part of this Trust Agreement
as if fully set forth herein;
(j) to transfer to and invest all or any part of the Trust in any trust
which forms a part of a pension or profit-sharing plan of an Employer
or a Related Company qualified under the Code and which constitutes an
exempt trust within the meaning of the Code; provided that the
instrument establishing such trust, as amended from time to time,
shall govern any investment therein, and is hereby made a part of this
Trust Agreement as if fully set forth herein;
(k) to engage in any transaction with respect to all or any part of the
Trust with a pooled investment fund of any insurance company qualified
to do business in any state (as defined in ERISA) which transaction is
a sale or purchase of an interest in such fund;
(l) to purchase and acquire put or call options if the options are traded
on and purchased through a national securities exchange registered
under the Securities and Exchange Act of 1934, as amended, or, if the
options are not traded on a national securities exchange, are
guaranteed by a member firm of the New York Stock Exchange; and
(m) pursuant to the direction of the Sponsor or Administrator, to purchase
and sell interests in a registered investment company registered under
the Investment Company Act of 1940, for which the Trustee or an
affiliate of the Trustee serves as investment advisor or sub- advisor
and receives compensation from the registered interest investment
company for its services as investment advisor or sub-advisor,
provided that the applicable conditions of Department of Labor
Prohibited Transaction Exemption 77-4 are satisfied.
The term "securities", wherever used in this Trust Agreement, shall include
common and preferred stocks, contractual obligations of every kind, whether
secured or unsecured, equitable interests in real or personal property, and
intangible property of every description and howsoever evidenced.
Notwithstanding the foregoing provisions of this Section, the Trustee shall not
acquire or hold any employer security unless it is a qualifying employer
security and shall not acquire or hold any employer real property unless it is
qualifying employer real property; moreover, the Trustee shall not acquire or
hold any qualifying employer security or qualifying employer real property in
violation of the provisions of Sections 407 and 408 of ERISA. The terms
"employer security", "qualifying employer security", "employer real property",
and "qualifying employer real property" shall have the meanings provided in
Section 407(d) of ERISA.
2.3 ADJUSTMENT OF CLAIMS
Subject to the provisions of Section 2.6, the Trustee is empowered to
compromise and adjust any and all claims, debts, or obligations in favor of or
against the Trust, whether such claims be in
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litigation or not, upon such terms and conditions as it shall determine, and to
reduce the rate of interest on, to extend or otherwise modify, to foreclose
upon default, or otherwise to enforce any such claim, debt, or obligation.
2.4 BORROWING
Subject to the provisions of Section 2.6, the Trustee is empowered to borrow
money, upon such terms and conditions as it deems desirable or proper for the
improvement, protection, preservation, or other best interest of the Trust. For
any sum so borrowed, the Trustee may issue its promissory note as Trustee and
secure the repayment thereof by mortgaging or pledging any part or all of the
Trust.
2.5 VOTING RIGHTS
Subject to the provisions of Section 2.6, the Trustee is empowered to exercise
the voting rights appurtenant to any securities held hereunder, either in
person or by proxy, and to execute proxies or powers of attorney to any one or
more persons.
2.6 DIRECTIONS TO TRUSTEE
The powers conferred upon the Trustee in Sections 2.2, 2.3, 2.4, and 2.5 shall
be exercised by the Trustee in its sole discretion, subject to the following:
(a) With respect to Section 2.2, the Trustee shall establish such separate
Investment Funds as the Sponsor shall determine and direct in writing,
including an Employer Stock Investment Fund. As provided in the Plan,
each Participant shall make investment elections with respect to the
investment of his Separate Account among the Investment Funds. The
Trustee shall have no responsibility for the selection of investments
among the Investment Funds and shall not render investment advice to
any person in connection thereto. The Trustee shall be required to
follow the directions so given to it, except that the Trustee shall
not be required to follow any directions that would result in a breach
of the Trustee's fiduciary duties. The Employer Stock Investment Fund
shall be invested by the Trustee primarily in Employer Stock. The
Sponsor may direct the Trustee to purchase Employer Stock on the open
market through a national securities exchange, or on the
over-the-counter market through a broker-dealer which is a member of
the National Association of Securities Dealers. In addition, the
Trustee may purchase Employer Stock from the Sponsor in accordance
with the requirements of Section 408 of ERISA.
(b) With respect to Sections 2.2 and 2.5, the Sponsor may at any time
appoint an Investment Manager to manage the investment of the assets
of the Trust. The term "Investment Manager" shall have the same
meaning as provided in Section 3(38) of ERISA. Upon
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appointment of the Investment Manager in writing and the written
acknowledgment by the Investment Manager of its status as a fiduciary
with respect to the Plan, it shall have such authority as is delegated
to it by the Sponsor, together with such authority as may thereafter
from time to time be delegated to it by the Sponsor. Upon the
appointment of an Investment Manager and the delegation to it of
authority over investment management as herein provided, the Trustee
shall be required to follow the written investment directions of the
Investment Manager. Any such written directions of the Investment
Manager may be of a continuing nature, or otherwise, and may be
revoked or superseded by the Investment Manager at any time by notice
in writing to the Trustee.
(c) With respect to Sections 2.2, 2.3, 2.4, and 2.5, the Sponsor at any
time may direct the Trustee in writing to obtain written approval of
such person or persons as the Sponsor may designate before exercising
any one or more of such powers. Moreover, the Sponsor at any time may
direct the Trustee in writing to follow any written directions of such
person or persons as the Sponsor may designate, with respect to the
exercise of any one or more of such powers, including, with respect to
Section 2.5, Participant directions to the Trustee in writing with
respect to voting of any employer securities credited to his Separate
Account. Voting by the Trustee shall be made in accordance with the
procedures prescribed from time to time by the Sponsor and by the
Trustee. Any such written directions by such designated person or
persons may be of a continuing nature, or otherwise, and may be
revoked or superseded by such person or persons, or by the Sponsor, at
any time by notice in writing to the Trustee. The Trustee shall be
required to follow the directions so given to it; provided, however,
that the Trustee shall not be required to follow any directions which
would result in a breach of the Trustee's fiduciary duties.
2.7 REGISTRATION OF SECURITIES; NOMINEES
The Trustee is empowered to register securities in its own name, or in the name
of its nominee, without disclosing the trust, or to hold the same in bearer
form, and to take title to other property in its own name or in the name of its
nominee without disclosing the trust; provided, however, that the Trustee shall
be responsible for the acts of its nominees.
2.8 AGENTS, ATTORNEYS, ACTUARIES, AND ACCOUNTANTS
The Trustee is empowered to employ such agents, attorneys (including attorneys
who may be of counsel for the Sponsor), actuaries, and accountants as it may
deem necessary or proper in connection with its duties hereunder, and to
determine and pay the reasonable compensation and expenses of such agents,
attorneys, actuaries, and accountants.
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2.9 DEPOSIT OF FUNDS
The Trustee is empowered to deposit funds, pending investment or distribution
thereof, in the commercial or savings department of any bank, savings and loan
association or trust company supervised by the United States or a state or
agency thereof; and it is authorized to accept such regulations covering the
withdrawal of funds so deposited as it shall deem proper. The Trustee may
deposit all or any part of the Trust, including both principal and interest, in
the banking department of the Trustee (and any of its affiliates) and of any
other fiduciary or party-in-interest with respect to the Trust; provided,
however, that the deposits bear a reasonable rate of interest and are
authorized pursuant to the provisions of Section 408 of ERISA.
2.10 PAYMENT OF TAXES; INDEMNITY
The Trustee is empowered to pay out of the Trust, as a general charge thereon,
any and all taxes of whatsoever nature assessed on or in respect to the Trust;
provided, however, that, if the Sponsor shall notify the Trustee in writing
that in the opinion of its counsel any such tax is not lawfully assessed, the
Trustee, if so requested by the Sponsor, shall contest the validity of such tax
in any manner deemed appropriate by the Sponsor or its counsel. The word
"taxes", as used herein, shall be deemed to include any interest or penalties
assessed in respect to such taxes. Unless the Trustee first shall have been
indemnified to its satisfaction by the Sponsor, the Trustee shall not be
required to contest the validity of any tax, to institute, maintain, or defend
against any other action or proceeding, or to incur any other expense in
connection with the Trust, except to the extent that the Trust is sufficient
therefor.
2.11 RECORDS AND STATEMENTS
The Trustee shall keep accurate records of all receipts, disbursements, and
other transactions affecting the Trust which, together with the assets
comprising the Trust and all evidences thereof, shall be available for
inspection or for the purpose of making copies or reproductions thereof by the
Sponsor or any of its duly authorized representatives. The Trustee shall render
to the Sponsor at intervals agreed to by the Sponsor and the Trustee statements
of receipts and disbursements and of all transactions during the preceding
interval affecting the Trust and a statement of all assets held in the Trust.
2.12 AUTHORITY
The Trustee is authorized to execute and deliver any and all instruments and to
perform any and all acts which may be necessary or proper to enable it to
discharge its duties under this Trust Agreement and to carry out the powers and
authority conferred upon it.
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2.13 COURT ACTION NOT REQUIRED
All the powers and authority herein conferred upon the Trustee shall be
exercised by it without the necessity of applying to any court for leave or
confirmation. No person, firm, or corporation dealing with the Trustee shall be
required to ascertain whether the Trustee shall have obtained the approval of
any court or of any person with respect to any action which it may propose to
take hereunder, but every such person, firm, or corporation shall be protected
in relying solely upon the deed, transfer, or assurance of the Trustee.
2.14 RELIANCE ON WRITTEN DIRECTIONS
Any written direction, request, approval, or other document signed in the name
of the Sponsor or the Administrator by a duly authorized individual shall be
conclusively deemed to constitute the written direction, request, approval, or
other document of the Sponsor or the Administrator and the Trustee shall not be
liable for any loss, or by reason of any breach, arising from the direction
unless it is clear on the direction's face that the actions to be taken under
the direction would be prohibited by the fiduciary duty rules of Section 404(a)
of ERISA or would be contrary to the terms of the Plan or this Trust Agreement.
2.15 TRUSTEE'S PERFORMANCE
In the exercise of any of the powers and authority herein conferred upon it,
the Trustee shall adhere at all times to the fiduciary standards established by
ERISA.
2.16 COUNSEL
The Trustee may consult with counsel selected by it, who may be of counsel for
the Sponsor, as to any matters or questions arising hereunder, and the opinion
of such counsel shall be full and complete authority and protection in respect
to any action taken, suffered, or omitted by the Trustee in good faith and in
accordance with the opinion of such counsel.
2.17 INSURANCE CONTRACTS
Notwithstanding any other provision of this Trust Agreement or the Plan to the
contrary, the Administrator shall retain all discretionary power relating to
any annuity, endowment or other form of insurance contract acquired by or
delivered to the Trustee. As directed by the Administrator, the Trustee will
acquire, hold and dispose of insurance contracts, deliver the purchase price,
and exercise any and all rights, privileges, options, and elections under those
policies. The Trustee will be fully discharged with respect to any policy when
it is delivered to the Administrator.
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ARTICLE III
PAYMENTS OUT OF THE TRUST
3.1 PAYMENTS
The Trustee shall make payments from the Trust to such persons in such amounts
and at such times as the Sponsor or the Administrator from time to time shall
direct in writing to be payable under the Plan.
3.2 COMPENSATION AND EXPENSES
The Trustee shall be entitled to such reasonable compensation for its services
as the Sponsor and the Trustee from time to time shall agree, and shall be
entitled to reimbursement for all reasonable expenses incurred by the Trustee
in the administration of the Trust. All compensation, if applicable, and
expenses of administering the Plan or Trust, including fees assessed against
the Plan, the Trust, the Sponsor, or the Administrator, shall be paid by the
Sponsor, except that, in the event the Sponsor fails to make payment, such
compensation and expenses shall be paid out of the Trust as a general charge
thereon. If the Sponsor so directs, costs incident to the management of the
assets of an Investment Fund or to the purchase or sale of securities held in
an Investment Fund shall be paid by the Trustee from such Investment Fund.
3.3 RETURN OF CONTRIBUTIONS TO THE SPONSOR
Upon written notice of the Sponsor, the Trustee shall pay over to the Sponsor
the amount of any contribution (i) made under a mistake of fact, or (ii)
disallowed as a deduction contribution under Section 404 of the Code, or (iii)
with respect to which the Plan does not qualify initially under Section 401(a)
of the Code or the Trust is not exempt under Section 501(a) of the Code. In no
event shall the Trustee make such payment later than one year after (i) the
payment of the contribution, or (ii) the disallowance of the deduction to the
extent disallowed, or (iii) the date of denial of the initial qualification of
the Plan.
ARTICLE IV
SUCCESSION TO THE TRUSTEESHIP
4.1 RESIGNATION OF THE TRUSTEE
Any Trustee acting hereunder may resign at any time by giving notice in writing
to the Sponsor at least 30 days before such resignation is to become effective,
unless the Sponsor shall accept as adequate a shorter notice.
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4.2 REMOVAL OF THE TRUSTEE
The Sponsor may, with or without cause, remove any Trustee acting hereunder by
giving notice in writing to the Trustee at least 30 days before such removal is
to become effective, unless the Trustee shall accept as adequate a shorter
notice.
4.3 APPOINTMENT OF A SUCCESSOR TRUSTEE
If for any reason a vacancy should occur in the trusteeship, a successor
Trustee shall forthwith be appointed by the Sponsor. Any successor Trustee
appointed hereunder shall execute, acknowledge, and deliver to the Sponsor an
instrument in writing accepting such appointment hereunder. Such successor
Trustee thereupon shall become vested with the same title to the property
comprising the Trust, and shall have the same powers and duties with respect
thereto, as are hereby vested in the original Trustee. The predecessor Trustee
shall execute all such instruments and perform all such other acts as the
successor Trustee or Sponsor shall reasonably request to effectuate the
provisions hereof. The successor Trustee shall have no duty to inquire into the
administration of the Trust for any period prior to its succession.
ARTICLE V
AMENDMENT
5.1 RIGHT OF AMENDMENT
The Sponsor reserves the right, at its sole discretion, from time to time to
amend the provisions of this Trust Agreement in any manner; provided, however,
that the powers, duties, and immunities of the Trustee under this Trust
Agreement shall not be substantively changed without its approval. Any such
amendment shall be by written instrument executed by the Sponsor and delivered
to the Trustee, and may be made retroactively if in the opinion of the Sponsor
such amendment is necessary to enable the Plan and the Trust to meet the
requirements of the Code (including the regulations and rulings issued
thereunder) or the requirements of any governmental authority.
5.2 LIMITATION ON AMENDMENT
The Sponsor shall make no amendment to this Trust Agreement that results in the
forfeiture or reduction of the accrued benefit of any Participant or
Beneficiary. Notwithstanding the preceding sentence, nothing herein contained
shall restrict the right to amend the provisions of this Trust Agreement
relating to the administration of the Plan and the Trust. Moreover, no such
amendment shall be made under this Article which shall permit any part of the
Trust to revert to the Sponsor or any Related Company or to be used for or be
diverted to purposes other than for the exclusive benefit of Participants and
Beneficiaries.
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ARTICLE VI
MISCELLANEOUS
6.1 VALIDITY OF TRUST AGREEMENT
The validity of this Trust Agreement shall be determined and this Trust
Agreement shall be construed in accordance with the laws of the Commonwealth of
Kentucky, except to the extent that they are superseded by Section 514 of
ERISA. The invalidity or illegality of any provision of this Trust Agreement
shall not affect the validity or legality of any other part hereof.
6.2 NO GUARANTEES
Neither the Sponsor nor the Trustee guarantees the Trust from loss or
depreciation.
6.3 DUTY TO FURNISH INFORMATION
The Administrator, the Employers, and the Trustee shall furnish to any of the
others any documents, reports, returns, statements, or other information that
such other reasonably deems necessary to perform its duties imposed under the
Plan or this Trust Agreement or otherwise imposed by law.
6.4 WITHHOLDING
The Trustee shall withhold any Federal tax which by any present or future law
is required to be withheld from any payment under the Plan, unless the Sponsor
shall have notified the Trustee in writing to the effect that the Sponsor has
withheld such tax.
6.5 PARTIES BOUND
This Trust Agreement shall be binding upon the parties hereto, all
Participants, and persons claiming under or through them pursuant to the Plan,
and, as the case may be, the heirs, executors, administrators, successors, and
assigns of each of them.
6.6 BONDING REQUIREMENTS
Every fiduciary, except a bank or an insurance company, unless exempted by
ERISA and the regulations thereunder, shall be bonded in an amount not less
than ten percent of the funds such fiduciary handles; provided, however, that
the minimum bond shall be $1,000 and the maximum bond shall be $500,000. The
amount of funds handled shall be determined at the beginning of each Plan Year
by the amount of funds handled by such person, group, or class to be covered
and their predecessors, if any, during the preceding Plan Year, or if there is
no preceding Plan Year, then by the amount of the funds to be handled during
the then current Plan Year. The bond shall
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provide protection to the Plan against any loss by reason of acts of fraud or
dishonesty by the fiduciary alone or in connivance with others. The surety
shall be a corporate surety company (as such term is used in Section 412(a)(2)
of ERISA), and the bond shall be in a form approved by the Secretary of Labor.
Notwithstanding anything to the contrary contained in the Plan or this Trust
Agreement, the cost of such bonds shall be an expense of and may, at the
election of the Sponsor, be paid from the Trust or by the Sponsor.
* * *
EXECUTED this 24th day of September, 1998.
NEWPORT STEEL CORPORATION
By /s/ Xxxxxx X. Xxxx
----------------------------------------
Xxxxxx X. Xxxx, President
KEY TRUST COMPANY OF OHIO, N.A., Trustee
By /s/ Xxxxxxx X. Xxxx
----------------------------------------
Title: Vice President
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