PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY (2)

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of this Agreement, all notices, proposed contract amendments, rate or fee changes or other communications regarding all group annuity contracts that are assets of the Plan, including any group annuity contract issued by an affiliate of the Trustee, will be sent directly by the issuer of the contract to the Employer or forwarded by the Trustee to the Employer, and the Trustee shall act on behalf of the Plan with respect to any such notice, proposed amendment, change or other communication only in accordance with the written direction of the Employer. Any rights of a contractholder under any such group annuity contract to discontinue, amend or otherwise modify the contract shall be exercised only upon the specific written direction of the Employer to the issuer of the contract or by the Trustee at the Employer's specific written direction. (c) To make transfers among investment vehicles or disbursements from the Trust Fund as directed by the Employer. The Trustee shall be entitled to rely on such direction, and shall have no responsibility to ascertain whether the Plan permits such a transfer or disbursement. (d) To delegate to third parties, including affiliates of the Trustee, any or all of its duties hereunder, including recordkeeping, reporting, and proxy voting. Also, the Trustee may utilize the services of outside custodians to hold on the Trustee's behalf any Plan assets invested in securities. (e) To vote securities proxies as directed by the Employer, or by another named fiduciary or investment manager designated by the Employer. The Trustee shall not be responsible, however, for providing securities proxy tabulation services. (f) The Trustee shall discharge its duties with respect to a plan solely in the interest of the participants and beneficiaries and 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. Section 6: Payment of Taxes. The Trustee shall pay out of the Trust Fund income taxes and other taxes of any and all kinds levied or assessed under existing or future laws against the Trust Fund, or against any person with an interest in the Trust Fund. Section 7: Disbursement of Trust Funds. (a) Upon receipt of written direction of the Employer, the Trustee shall make payments from the Trust Fund to such persons or direct its affiliate that is providing recordkeeping services to make such payments from an annuity contract listed on Exhibit A in such manner and in such amounts as the Employer shall direct in writing, and amounts paid pursuant to such direction shall no longer constitute a part of the Trust Fund. Notwithstanding the foregoing, the Employer expressly reserves the right to provide direction directly to the affiliate of the Trustee providing recordkeeping services regarding payments of Plan benefits or other disbursements. (b) At no time prior to the satisfaction of all liabilities with respect to participants and beneficiaries under this Trust shall any part of the corpus or income of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of plan participants or beneficiaries. Except as provided in the Plan, the assets of the Trust Fund shall never inure to the benefit of the Employer and shall be held for the exclusive purpose of providing benefits to participants in the Plan and their beneficiaries, and defraying reasonable expenses of administering the Plan. Section 8: Expenses and Compensation of Trustee. The Trustee shall be compensated in accordance with the fee schedule provided to the Employer. The Trustee shall be entitled to reimbursement from the Plan for any and all costs and expenses incurred in taking actions to collect delinquent contributions and to engage and pay from the Trust Fund legal counsel, collection agents, or such other agents or advisors as the Trustee may determine appropriate in taking actions to collect delinquent contributions. In addition the Trustee shall be paid its reasonable