Reed Smith Shaw & MClay, William J. Smith, Tax Matters Partner - Page 7

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                  of all securities and investment purchases and                      
                  sales with the cost or net proceeds of such                         
                  purchases or sales and showing all cash,                            
                  securities and other property held at the close                     
                  of such fiscal year or other period, valued                         
                  currently as provided in Section 9.1, and such                      
                  other information as may be required of the                         
                  Trustee under any applicable law.  Upon the                         
                  expiration of ninety (90) days from the date of                     
                  filing such annual or other account, the Trustee                    
                  shall, to the extent permitted by law, be                           
                  released and discharged from any liability or                       
                  accountability to anyone as respects the                            
                  propriety of its acts or transactions.  The                         
                  Committee or Company shall have the right to                        
                  demand or be entitled to any further or different                   
                  accounting by the Trustee, but no participant or                    
                  beneficiary or any other person shall have the                      
                  right to demand or be entitled to any accounting                    
                  by the Trustee, other than those to which they                      
                  may be entitled under the law.  Nothing contained                   
                  herein will be construed or interpreted to deny                     
                  the Trustee the right to have his account                           
                  judicially determined.                                              

             The record of this case contains no books of account,                    
             records, or other data that were prepared by or on behalf                
             of the trustee or maintained by the trustee as a record                  
             of his proceedings and acts with respect to the plan.                    
                  The trust agreement requires the trustee to make an                 
             annual valuation of the assets held on behalf of the plan                
             and to report that value to the partnership and the                      
             committee in accordance with paragraph 8.1, Article VIII,                
             quoted above.  The record of this case does not contain any              
             such valuation of plan assets.                                           








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