PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY (2)

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Employer shall include directions or instructions from any delegate of the Employer or from a Plan participant, where the Plan provisions permit such direction. (d) The Employer shall indemnify and hold harmless the Trustee from and against any and all claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act done or omitted to be done, except where the same is finally adjudicated to be due to the negligence or willful misconduct of the Trustee. (e) In addition to and in no way in limitation of the indemnification of paragraph (d), the Employer hereby agrees to indemnify and hold harmless the Trustee from and against any claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act or omission of any prior, subsequent or existing trustee of the Plan. (f) The Employer (or another named fiduciary for contributions, if appointed by the Employer) shall have sole and exclusive responsibility for: (i) determining the amount of contributions required to be made under the Plan, (ii) monitoring and ensuring that contributions are made to the Plan in a timely manner and (iii) if required to ensure that contributions are made to the Plan, directing the Trustee with respect to the Plan's legal claims for delinquent contributions. Section 3: Appointment and Duties of Investment Manager. (a) The Employer may, in writing, appoint an Investment Manager to assume the responsibility for the investment of any portion of the assets of the funds held in the Trust for such time as the Employer may determine and, unless such power is reserved to the Employer, for directing the Trustee to vote or refrain from voting any securities held in the Trust over which the Investment Manager has investment responsibility, or to exercise or refrain from exercising any rights to subscribe for additional securities appurtenant to such securities. Appointment of an Investment Manager, or communication of such to the Employer, shall constitute an allocation to the Investment Manager of fiduciary responsibility for the part of the Trust funds subject to the Investment Manager's management and control. (b) The Employer shall ascertain and certify to the Trustee that any Investment Manager appointed hereunder is (i) registered as an investment adviser under the Investment Advisers Act of 1940; (ii) a bank, as defined in that Act; or (iii) an insurance company qualified to perform investment management services under the laws of more than one state, and that the instrument or instruments appointing an investment manager and evidencing the Investment Manager's acceptance of such appointment contains an acknowledgement by the Investment Manager that it is a fiduciary with respect to the Plan. (c) The Investment Manager(s) shall have sole responsibility for the investment and, unless reserved to the Employer, the voting and subscription action of the portion of the Trust funds under its respective management, and the Trustee shall take such action only upon the instructions of the Investment Manager. The Trustee shall not be liable for, or obligated to inquire into, the acts or omissions of any Investment Manager appointed hereunder. (d) The Investment Manager shall from time to time certify to the Trustee the name of the person or persons authorized to act on its behalf, and shall furnish to the Trustee a specimen signature of any such person. When any person ceases to have the authority to act on behalf of the Investment Manager, the Investment Manager shall promptly notify the Trustee. Until such notice is received by the Trustee, such person shall continue to be an authorized representative of the Investment Manager. (e) All directions to the Trustee by the Investment Manager shall be in writing and shall be signed by the Investment Manager or its authorized representative. Provided the Employer has 19