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3 and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. ARTICLE III ESTABLISHMENT OF THE TRUST EXHIBIT A 3.1 Establishment of Trust. Upon execution of this Trust document, the Employer shall contribute no less than $100.00 to the Trust, and the Trustee shall establish and maintain the Trust to hold that contribution and all future contributions made under the Trust, together with any income, gains, or profits and taking account of any losses. All custodial accounts and annuity contracts and other investments held under the Trust will be titled in the name of the Trust and deemed part of the Trust. The Trust and all amounts held under the Trust, including but not limited to contributions and transfers to, and earnings under, the Trust, are intended to be tax exempt to the maximum extent permitted under section 115 of the Code and other applicable tax law. 3.2 Exclusive Benefit of Participants. Trust assets will be maintained for the exclusive benefit of Participants and in accordance with the terms of the Trust and governing law. Except as provided in Section 5.3, no part of the Trust will be used for, or diverted to, purposes other than for the exclusive benefit of Participants and for payment of (i) administrative expenses of the Trust and (ii) taxes due and payable with respect to any portion of the Trust. 3.3 No Reversion to the Employer. Except as provided in Section 5.3, it will be impossible, at any time, for any part of the Trust assets, except as required to pay taxes and administrative expenses, to be returned to, or revert to, the Employer, to be recoverable by the Employer, or to be used for, or diverted to, purposes other than for the exclusive benefit of Participants. 3.4 Contributions. All contributions to the Trust will be made solely by the Employer, and once made, will be irrevocable. No Participant or other person or entity may make contributions to the Trust through salary reductions or otherwise. The Trustee shall receive all contributions made under the Trust. 3.5 Distributions. Trust assets will be used solely for the purposes of payment of OPEBs for the benefit of eligible retirees, spouses, domestic partners, and dependents, and for the payment of any taxes imposed on the Trust and reasonable expenses of administering the Trust. The Trustee will make distributions from the Trust only to such persons, in such manner, at such times, and in such amounts as the Committee shall direct in writing from time to time. 3.6 Transfers. The Employer may at any time direct that all or any portion of the Trust assets be transferred to another Employer- sponsored trust that meets the requirements of section 115 of the Code, or a similar vehicle. The Trustee must follow any such Employer direction to transfer Trust assets, and will not have any discretion to do otherwise. 3.7 Pooled Fund. All assets under the Trust will be held in a pooled fund. The Trust's segregated for investment purposes, and also may be segregated in subaccounts under the Trust; however, all Trust assets will at all times be held under the Trust's name. No individual account for any Participant will be maintained at any time under the Trust, and no Participant will have any right or title with respect to any specific assets of the Trust.