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4.5 Accounting
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<br />EXHIBIT A
<br />ARTICLE IV
<br />DUTIES AND POWERS OF THE TRUSTEE
<br />4.1 General Powers of the Trustee. The Trustee will have all of the powers
<br />necessary or desirable to properly perform its duties under this Trust.
<br />4.2 Investment Powers of the Trustee. The Trustee will be directed with respect to
<br />all investments. Such direction will be either by the Committee or its appointed investment
<br />manager(s). At the direction of the Committee or its appointed investment manager(s), the
<br />Trustee may sell, write options on, convey or transfer, invest and reinvest any part thereof in
<br />each and every kind of property, whether real, personal or mixed, tangible or intangible, whether
<br />income or non income producing and wherever situated, including but not limited to, time
<br />deposits, shares of common and preferred stock, mortgages, bonds, leases, notes, debentures,
<br />equipment or collateral trust certificates, rights, warrants, convertible or exchangeable securities
<br />and other corporate, individual or government securities or obligations, annuity, retirement or
<br />other insurance contracts, or mutual funds.
<br />4.3 Agents. Subject to applicable State law, the Trustee may employ such counsel,
<br />accountants, brokers, actuaries and other agents and provide for such clerical, accounting,
<br />actuarial and other services as the Trustee deems advisable to perform its duties under this
<br />Trust, or as may be directed by the Committee.
<br />4.4 Settlement of Claims. The Trustee will have the power and authority to settle,
<br />compromise or submit to arbitration, any claims, debts or damages due or owing to or from the
<br />Trust; to commence or defend suits or legal or administrative proceedings whenever, in its
<br />judgment, any interest of the Trust so requires, and to represent the Trust in all suits or legal or
<br />administrative proceedings in any court of law or equity or before any other body or tribunal.
<br />The Trustee shall inform the Committee as soon as possible about any such claims, debts or
<br />damages, and shall fully cooperate with the Committee with respect to any suits or legal or
<br />administrative proceedings that result from or arise out of such claims, debts or damages.
<br />(a) The Trustee shall keep appropriate and accurate accounts of, and
<br />records reflecting all transactions concerning Trust assets, including but not limited to
<br />contributions, gains, losses, expenses, and distributions of benefits. However, if Trust assets
<br />are held by a bank or other custodian (such as an insurance company), then the Trustee will be
<br />entitled to rely on the records of accounts provided to it by such custodians with respect to
<br />contributions, gains, losses, expenses, distributions of benefits and all other transactions
<br />involving Trust assets. The Trustee will be entitled to be reimbursed for its actual and
<br />reasonable expenses incurred in preparing any accounting.
<br />(b) The Trustee shall furnish the Committee with a written account of the
<br />transactions concerning and status of Trust assets at such times and from time to time as
<br />agreed to with the Committee, but no less than annually, as soon as practical after the last day
<br />of each calendar year. The Trustee and Committee shall agree on the format and contents of
<br />such accounting. At any time, the Committee may (but is not required to) engage an
<br />independent certified public accountant to examine the Trust's financial statements or internal
<br />control procedures. If the Committee engages an independent accountant, the Committee shall
<br />require that such engagement provide that the examination be made according to generally
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