TRUST AGREEMENT Unless the context of this Trust Agreement clearly indicates otherwise, the terms defined in Article 2 of the Plan entered into by the Employer, of which this Trust Agreement forms a part, shall, when used herein, have the same meaning as in the Plan. ARTICLE I TRUST FUND 1.1 Trust. The Employer hereby establishes with the Trustee a trust account or accounts consisting of such sums of U.S. currency and such other property acceptable to the Trustee as shall, from time to time, be contributed to, paid or delivered to the Trustee pursuant to this Agreement at the address specified by the Trustee. All such U.S. currency and property, all investments made therewith and proceeds thereof and all earnings and profits thereon, less any payments or distributions made by the Trustee pursuant to the terms of this Agreement, are referred to herein as the "Trust Fund" or the "Trust." 1.2 Named Fiduciary. The individual(s) or entity(ies) named in the section of the Adoption Agreement entitled "Administration" is the named fiduciary of the Plan ( Named Fiduciary ) within the meaning of Section 402(a)(2) of the Employee Retirement Income Security Act of 1974, as amended ( ERISA ). The Named Fiduciary shall have the power and duties with respect to the management and control of the Trust Fund as set forth in the Plan and in this Trust Agreement. The term Named Fiduciary, as used throughout this Trust Agreement, is deemed to refer to the Named Fiduciary of the Plan as set forth in this Section 1.2 and its duly authorized representatives and designees. Neither T. Rowe Price Trust Company nor any of its affiliates shall be a Named Fiduciary of the Plan. Notwithstanding the foregoing, and in accordance with Section 404(a)(1)(B) of ERISA, the Named Fiduciary and any other fiduciary of the Plan is required to discharge its duties with respect to the 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 individual 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. 1.3 Nature of Trustees Duties. Except as may be otherwise elected in the section of the Adoption Agreement entitled "Investment Authority," the Trustee shall serve in the capacity of directed trustee within the meaning of Section 403(a)(1) of ERISA. The Trustee shall not be deemed to be the "administrator" as defined in ERISA Section 3(16)(A), the "plan sponsor" as defined in ERISA Section 3(16)(B) or, except as provided otherwise pursuant to the preceding sentence, a trustee with discretion to perform more than the express ministerial duties undertaken under the terms of this Trust Agreement. The Trustee shall have no duty to: (a) determine or enforce payment of any contribution due under the Plan; (b) inquire whether any contribution made to the Trust Fund is in accordance with the terms of the Plan or law; (c) determine the adequacy of the funding policy adopted by the Employer; (d) inquire as to the propriety of any investment or distribution made under the Plan; or (e) ensure the qualification of the Plan under the Code. 1
ARTICLE II ACCOUNTS 2.1 Establishing Accounts. The Trustee shall open and maintain a Trust Account for the Plan. Upon receipt of written instructions from the Plan Administrator, the Trustee also shall open and maintain such Participant Accounts and subaccounts as the Plan Administrator may direct. The Trustee shall also open and maintain such other subaccounts as may be appropriate or desirable to aid in the administration of the Plan as directed by the Plan Administrator. The Plan Administrator shall give written instructions to the Trustee specifying the Participants' Accounts and subaccounts to which contributions and forfeitures are to be credited, and the amounts of such contributions and forfeitures which are to be credited to such Accounts and subaccounts. 2.2 Charges Against Accounts. Upon receipt of written instructions from the Plan Administrator or its authorized designee, the Trustee shall charge the appropriate Account or subaccount of a Participant for any withdrawals or distributions made under the Plan, for any forfeiture which may be required under the Plan of unvested interests attributable to Employer Contributions and for any fees which may be charged against Account or Trust Fund assets as described in Article V. ARTICLE III INVESTMENT OF ACCOUNTS 3.1 Investment of Account Assets. Except as may otherwise be elected in the section of the Adoption Agreement entitled "Investment Authority," the Trustee shall invest and reinvest the Trust Fund only as directed and shall not have any discretion, and is specifically prohibited from having or exercising any discretion, with respect to the investment of Trust assets. Except as provided otherwise pursuant to the preceding sentence and except as provided in Section 3.2 hereof, the Employer or the Plan Administrator, as the case may be, shall be solely responsible for the investment of the Trust Fund, and the Trustee shall not question any Employer or Plan Administrator investment direction, review any securities or other assets, or make suggestions with respect to the investment, retention or disposition of any Trust Fund assets. Subject to the preceding sentence, the Trustee shall invest the amount of each contribution made hereunder and all earnings on the Trust in one or more Shares or other investments offered by T. Rowe Price Trust Company as investment options under the Plan ("Investment Options") and shall credit such Investment Options to the Account of each Participant on whose behalf or by whom the contributions are made, and any forfeitures are allocated, in such amounts and proportions as shall from time to time be designated in writing by the Employer or Plan Administrator. If written instructions are not received by the Trustee, or if such instructions are received but are deemed by the Trustee to be unclear, the Trustee, upon notice to the Plan Administrator, may elect to hold all or part of any such contribution in cash, without liability for rising security prices or distributions made, pending receipt by it from the Plan Administrator of written instructions or other clarification. If any contributions are less than any minimum of the then current requirements of an Investment Option, the Trustee may hold the specified portion of contributions in cash, without interest, until such time as the proper amount has been contributed so that the investment in the Investment Option(s) required under the Plan may be made. 2
All dividends and capital gain distributions received on an Investment Option held by the Trustee in each Account, shall, if received in cash, be reinvested in such Investment Option and shall in any event be credited to such Account. If any distribution on an Investment Option may be received at the election of the shareholder in additional investments in such Investment Option, the Trustee shall so elect. The Trustee shall deliver, or cause to be executed and delivered, to the Plan Administrator, all notices, prospectuses, financial statements, proxies and proxy soliciting materials relating to Investment Options held hereunder. 3.2 Participant Directed Investments. When so instructed by the Plan Administrator, the Trustee shall invest all or any portion of the individual Accounts of any Participant in Investment Options in accordance with the direction of such Participant. Such directed investments shall be accounted for separately for each Participant. All references in this Trust Agreement to directions or instructions provided by the Employer, the Plan Administrator or the Named Fiduciary shall be deemed to include Participant instructions that are provided to the Trustee or to the Employer, the Plan Administrator or the Named Fiduciary or the agents of any of them and then to the Trustee. The Named Fiduciary shall have the duty to select and monitor all Investment Options made available to Participants under the Plan. The Plan Administrator shall ensure that all Participants who are entitled to direct the investment of assets in their Accounts previously received or receive a copy of the then current prospectus relating to the Shares. Delivery of investment directions by the Plan Administrator in accordance with the instructions of the Participant or by the Participant directly to the Trustee shall entitle the Trustee to assume that the Participant has received such a prospectus. Each Participant who directs the investment of his Accounts shall be solely and absolutely responsible for the investment or reinvestment of any such directed Plan investment assets held on his behalf in the Trust, and, except as otherwise provided herein, the Trustee shall not question any such direction, review any securities or other such assets, or make suggestions with respect to the investment, retention or disposition of any such assets. The Trustee shall not have any liability or responsibility for diversification of such assets, or for any loss to or depreciation of such assets because of the purchase, retention or sale of assets in accordance with a Participant's direction, and the Participant shall have sole responsibility for the overall diversification, liquidity and prudence of the investment of his Accounts. If a Participant fails to direct the investment of his Accounts, the Trustee shall invest his Accounts in accordance with the written directions of the Plan Administrator. 3.3 General Investment Powers. This Section 3.3 shall apply solely to a Trustee to which has been delegated all investment authority pursuant to the section of the Adoption Agreement entitled "Investment Authority." Subject to any investment limitations or minimum requirements for investments in Investment Options imposed by the Sponsor, and subject to investment instructions given by the Employer pursuant to Section 3.4, such Trustee shall be authorized and empowered to invest and reinvest all or any part of the Trust in any property, real or personal or mixed, including, but not being limited to, capital or common stock (whether voting or nonvoting or whether or not currently paying a dividend), preferred or preference stock (whether voting or nonvoting or whether or not currently paying a dividend), shares of regulated investment companies, convertible securities, corporate and governmental obligations, leaseholds, ground rents, mortgages, and other interests in realty, trust, and participation certificates, oil, mineral or gas properties, royalty interests or rights including equipment pertaining thereto, notes and other evidences of indebtedness or ownership, secured or unsecured, contracts, choses in action, and warrants, and other instruments entitling the owner thereof to subscribe or to purchase any of the aforesaid. Subject to any investment in the Trust or the minimum percentage of Trust assets to be 3
invested in Investment Options, and subject to the provisions of Article 7 hereof, in making and retaining such investments and reinvestments pursuant hereto, the Trustee shall not be bound as to the character of any investments by any statute, rule of court, or custom governing the investment of Trust funds. Subject to any investment limitations or minimum requirements for investment in Investment Options imposed by the Sponsor, and subject to investment instructions given by the Employer, the Trustee may, subject to the election of the Sponsor or the Employer, cause funds of this Trust to be invested in commingled funds for qualified employee benefit plan trusts and such commingled funds are hereby adopted and made a part of the Plan of which this Trust is a part, and any funds of this Trust invested in any such commingled funds shall be subject to all the provisions thereof, as the same may be amended from time to time. 3.4 Limitations on Investments. Notwithstanding any other provision of this Trust Agreement to the contrary, the Employer may establish (by written direction to and consent of the Trustee) such policies, rules, practices and procedures, applied on a uniform basis to all Participants, with respect to the requirements for, and the form and manner of, effecting any transaction with respect to Participant directed investments as the Employer shall determine to be consistent with the purposes of the Plan. Any such policies, rules practices and procedures shall be binding upon all persons interested in the Trust. 3.5 "Knowledge" of Trustee. It is understood that when the Trustee is subject to the direction of the Employer, the Plan Administrator, a Named Fiduciary, or a Participant, the Trustee will perform certain ministerial duties with respect to the portion of the Trust Fund subject to such direction, and that such duties do not involve the exercise of any discretionary authority or other authority to manage and control assets of the Trust Fund and will be performed in the normal course of business by the Trustee or by agents, representatives, officers, employees or affiliates of the Trustee who may be unfamiliar with investment management. It is agreed that the Trustee is not undertaking any duty or obligation, express or implied, to review, and will not be deemed to have any knowledge of or responsibility with respect to, any transaction involving the investment of the Trust Fund as a result of the performance of its ministerial duties. Therefore, in the event that "knowledge" of the Trustee shall be a prerequisite to imposing a duty upon or determining liability of the Trustee under the Plan or this Trust Agreement or any law or regulation regulating the conduct of the Trustee with respect to the investment of the Trust Fund, as a result of any act or omission of the Employer, the Plan Administrator, a Named Fiduciary, or any Participant, or as a result of any transaction engaged in by any of them, then the receipt and processing of investment orders and other documents relating to Plan assets by an officer or other employee of the Trustee or its affiliates, representatives or agents engaged in the performance of purely ministerial functions shall not constitute "knowledge" of the Trustee. 3.6 Trustee's Voting Responsibility. The Employer or its designee shall direct the Trustee how to exercise voting rights, or rights in the event of a tender offer, with respect to assets held by the Trust Fund. The Employer may not appoint the Trustee as its designee for purposes of this paragraph unless the Trustee agrees to such a designation in writing. 3.7 Duties of the Trustee. The Trustee is authorized and empowered with respect to the Trust to perform the following ministerial duties necessary to effectuate any instructions of the Employer, the Named Fiduciary, the Plan Administrator or a Participant: 4
(a) To make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the duties herein granted; (b) To register any investment held in the Trust in the name of the Trustee or in the name of a nominee, provided that securities held in the name of a nominee or in street name must be held on behalf of the Plan by (1) a bank or trust company that is subject to supervision by the United States or a State, or a nominee of such bank or trust company; (2) a broker or dealer registered under the Securities Exchange Act of 1934, or a nominee of such broker or dealer; or (3) a clearing agency as defined in Section 3(a)(23) of the Securities Exchange Act, or its nominee; and (c) To employ suitable agents and counsel (who may also be agents and/or counsel for the Employer) and to pay their reasonable expenses and compensation out of the Trust. 3.8 Valuation of Trust. The Trustee, as of the Valuation Date, and at such other time or times as is necessary or as the Trustee and the Named Fiduciary agree, shall determine the market value of the assets of the Trust. The valuation shall be based upon valuations provided by sponsors of registered investment companies or records of securities exchanges or valuation services. The Trustee has no responsibility to review the valuations received from such sources and may rely upon such valuations without independent investigation. In determining such market value, all expenses of the Trust Fund shall be deducted. Notwithstanding the foregoing, the Trustee shall not be responsible for providing the value of any asset which is not liquid or not publicly traded, the value of which shall be provided by the Named Fiduciary. 3.9 Plan Records. The Trustee shall keep accurate and detailed records of all receipts, investments, disbursements and other transactions required to be performed hereunder with respect to the Trust. The Trustee agrees to treat as confidential all records and other information relative to the Plan, the Trust Fund and the Participant Accounts. The Trustee shall not disclose such records and other information to third parties except as required by law or as requested in writing by the Employer. 3.10 Bonding. The Employer agrees to obtain and maintain a fiduciary bond and to include those covered by such bond the Trustee and any of its employees, officers and agents required by law to be so covered. The cost of any such bond shall be paid by the Employer. 3.11 Duties not Assigned. The duties of the Trustee with respect to the Plan are limited to those assumed by the Trustee by the terms of this Trust. The Trustee shall not be deemed, by virtue hereof, to be the administrator or sponsor of the Plan, and shall not be responsible for filing reports, returns or disclosures with any government agency except as may otherwise be required by its duties as Trustee under applicable law. 5
ARTICLE IV DISTRIBUTIONS FROM A PARTICIPANT'S ACCOUNT Distributions from the Trust shall be made by the Trustee in accordance with written directions of the Plan Administrator in accordance with the provisions of the Plan, and the Plan Administrator shall have the sole responsibility for determining that the directions given conform to provisions of the Plan and applicable law, including, but not limited to, responsibility for calculating the vested interests of a Participant, for calculating the amounts payable to a Participant pursuant to the provisions of the Plan, and for determining the proper person to whom benefits are payable under the Plan. The Trustee shall be fully protected in making payments in accordance with the written directions of the Plan Administrator without ascertaining whether such payments are in compliance with the terms of the Plan and without responsibility to see to their application. ARTICLE V TRUSTEE'S FEES AND EXPENSES OF THE TRUST The Trustee's fees for performing its duties hereunder shall be such reasonable amounts as shall be established by it from time to time. The Trustee shall furnish the Employer with its current schedule of fees and shall give written notice to the Employer whenever its fees are changed or revised. Such fees, any taxes of any kind whatsoever which may be levied or assessed upon or in respect of the Trust, to the extent incurred by the Trustee, and any and all expenses incurred by the Trustee in the performance of its duties, including fees for legal services rendered to the Trustee, shall, unless paid by the Employer, be paid from the Trust. Unless paid by the Employer, all fees of the Trustee and taxes and other expenses charged to a Participant's Account may be collected by the Trustee from the amount of any contribution to be credited, or any distribution to be charged, to such Account or may be paid by selling Investment Options credited to such Account. ARTICLE VI DUTIES OF THE EMPLOYER AND THE PLAN ADMINISTRATOR 6.1 Information and Data to be Furnished to the Trustee. In addition to making the contributions called for in accordance with the provisions of the Plan, the Employer, through the Plan Administrator, agrees to furnish the Trustee with such information and data relevant to the Plan as is necessary for the proper administration of the Trust established hereunder. 6.2 Limitation of Duties. Neither the Employer nor any of its officers, directors or partners, nor the Plan Administrator shall have any duties or obligations with respect to this Trust Agreement, except those expressly set forth herein, in the Plan and in ERISA. 6
ARTICLE VII COSTS AND LIABILITY OF THE TRUSTEE 7.1 Standards for the Trustee s Powers. Notwithstanding any other provision of this Trust Agreement, the Trustee shall discharge its duties hereunder solely in the interest of the Participants and for the exclusive purpose of providing benefits to the Participants and defraying reasonable expenses of administering the Trust Fund. The Trustee shall perform its duties in accordance with this Trust Agreement insofar as this Trust Agreement is not contrary to the provisions of ERISA within the meaning of Section 403(a)(1) of ERISA. 7.2 Limitation of Duties. Neither the Trustee nor any of its officers, directors, employees or agents shall have any duties or obligations with respect to this Trust Agreement, except as expressly set forth herein and not contrary to ERISA. The Trustee shall not be responsible in any way for any action or omission of the Employer or the Named Fiduciary with respect to the performance of the duties and obligations of the Employer or Named Fiduciary as set forth in this Trust Agreement and in the Plan. The Trustee may rely upon such information, direction, action or inaction of the Employer or the Named Fiduciary as being proper under the Plan or the Trust Agreement and is not required to inquire into the propriety of any such information, direction, action or inaction. To the extent not prohibited by ERISA, the Trustee shall not be responsible for any action or omission taken in good faith reliance upon advice of its counsel (whether or not such counsel is also counsel to the Employer). 7.3 Indemnification and Hold Harmless. The Employer shall indemnify and hold harmless the Trustee (including its employees, representatives and agents) from and against any loss or expense (including reasonable attorneys fees and court costs) arising out of: (a) the Trustee's performance of its duties or responsibilities under this Trust Agreement, except to the extent that such loss or expense arises from the Trustee's own willful misconduct or gross negligence, (b) any action taken by the Trustee in accordance with the direction or instructions of the Employer, the Plan Administrator, a Participant, or a Named Fiduciary, (c) any matter relating to the Plan for which the Trustee has no responsibility, control or liability under this Agreement, and (d) the failure of a Named Fiduciary, the Plan Administrator, or the Employer (including its employees, representatives and agents) to perform its duties under this Trust Agreement or with respect to the Plan. The Trustee shall not be obligated to commence or defend any legal action or proceeding in connection with this Trust Agreement or the Plan unless agreed upon in writing by the Trustee and Employer and unless the Trustee is fully indemnified for doing so to its satisfaction. ARTICLE VIII MISCELLANEOUS 8.1 Amendment by Sponsor. The prototype Adoption Agreement, the Plan or the Trust Agreement may be amended at any time, in whole or in part, by the Sponsor, except with respect to elections made by the Employer in the Adoption Agreement. The Sponsor shall send to the Employer a written copy of any such amendment. 8.2 Resignation or Removal of Trustee. The Trustee may resign at any time upon thirty days' prior notice in writing to the Employer and may be removed by the Employer at any time 7
upon thirty days' prior notice in writing to the Trustee. If mutually agreed upon between the parties, the thirty days' notice may be waived or reduced. Upon resignation or removal of the Trustee, the Employer shall appoint a successor trustee or trustees. Upon receipt by the Trustee of written acceptance of such appointment by the successor trustee, the Trustee shall transfer and pay over to such successor the assets of the Trust and all records pertaining thereto. The successor trustee shall be entitled to rely on all accounts, records and other documents received by it from the Trustee, and shall not incur any liability whatsoever for such reliance. The Trustee is authorized, however, to reserve such sum of money or property as it may deem advisable for payment of all its fees, compensation, costs and expenses, or for payment of any other liabilities constituting a charge on or against the assets of the Trust or on or against the Trustee, with any balance of such reserve remaining after the payment of all such items to be paid over to the successor trustee. Upon the assignment, transfer and payment over of the assets of the Trust, and obtaining a receipt thereof from the successor trustee, the Trustee shall be released and discharged from any and all claims, demands, duties and obligations arising out of the Trust and its management thereof, excepting claims based only upon the Trustee's willful misconduct or gross negligence. The successor trustee shall hold the assets paid over to it under terms similar to those of this Trust Agreement under a trust that will qualify under Section 401(a) of the Code. If, within thirty days after the effective date of the Trustee's resignation or removal, the Employer has not appointed a successor trustee which has accepted such appointment, the Trustee shall have the right to apply to a court of competent jurisdiction for the appointment of such successor or for a determination of its rights and obligations, the costs of such action, unless paid by the Employer, being paid from the Trust.. 8.3 Term of the Trust. This Trust shall continue as to the Employer so long as the Plan is in full force and effect. If the Plan ceases to be in full force and effect, this Trust shall thereupon terminate unless expressly extended by the Employer. 8.4 Merger, Consolidation or Transfer. In the event of the merger, consolidation or transfer of any portion of the Trust Fund to a trust fund held under any other plan or in the event of the partial or total termination of the Plan, the Trustee shall dispose of all or part of the Trust Fund, as the case may be, in accordance with the written directions of the Employer or the Plan Administrator, subject to the right of the Trustee to reserve funds as provided in Section 8.2 hereof. 8.5 No Diversion of Assets. At no time shall it be possible for any part of the assets of the Trust to be used for or diverted to purposes other than for the exclusive benefit of Participants and their Beneficiaries, except as specifically provided in the Plan or this Trust Agreement. Except to the extent otherwise provided in the Plan, the interest of Participants and Beneficiaries in the Trust and in the net earnings and profits thereof may not be assigned or used by a Participant or Beneficiary as collateral for a loan and shall not be subject to garnishment, attachment, levy or execution of any kind for the debts or defaults of the Trustee or of any person, natural or legal, having any interest in the Trust. 8.6 Notices. Any notice from the Trustee to the Employer or from the Employer to the Trustee provided for in the Plan or in this Trust Agreement shall be effective if sent by first class mail to their respective last addresses of record. 8.7 Conflict With Plan. In the event of any conflict between the provisions of the Plan and of this Trust Agreement, the provisions of this Trust Agreement shall prevail. 8
8.8 Applicable Law. Except to the extent otherwise required by ERISA, as amended, this Trust Agreement shall be construed in accordance with the laws of the state where the Trustee has its principal place of business and applicable Federal law. 8.9 Returned Contributions. The assets of the Trust shall not revert to the benefit of the Employer except as otherwise specifically provided in the Plan, and the Trustee may return assets of the Trust to the Employer only as directed in writing by the Employer. In making such a return of assets to the Employer, the Trustee may accept such written Employer direction as the Employer's warranty that such payment is provided for in the Plan and complies with the provisions of the Plan, and the Trustee need make no further investigation. 8.10 General Undertaking. All parties to this Trust and all persons claiming any interest whatsoever hereunder agree to perform any and all acts and execute any and all documents and papers which may be necessary or desirable for the carrying out of the provisions of the Plan or this Trust Agreement. 8.11 Severability. If any provision of this Trust Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Trust Agreement shall be construed and enforced as if such provisions had not been included. 8.12 Successors and Assigns. This Agreement will be binding upon the executor, administrator, successor or assignee of the Employer and upon the successor or assignee of the Trustee. 8.13 Surviving Sections. Notwithstanding any Sections of this Trust Agreement to the contrary, Sections 1.2, 3.1, 6.2, 7.1, 7.2, 7.3 and 8.2 shall survive the termination of this Trust Agreement. 8.14 Multiple Trustees. In the event that there shall be two or more Trustees serving hereunder, any action taken or decision made by any such Trustee may be taken or made by a majority of them with the same effect as if all had joined therein if there be more than two Trustees, or unanimously if there be two Trustees; provided, however, that this Section 8.14 shall apply solely to Trustees to which all investment authority has been delegated pursuant to the section of the Adoption Agreement entitled Investment Authority. 9