MASTER TRUST AGREEMENT
Between
CAESARS WORLD, INC.
and
STATE STREET BANK AND TRUST COMPANY
CWORLDMT.DOC
TABLE OF CONTENTS
PAGE
1. TRUST FUND . . . . . . . . . . . . . . . . . . 2
1.1 Receipt of Assets . . . . . . . . . . . . 2
1.2 Employers . . . . . . . . . . . . . . . . 2
1.3 Plans . . . . . . . . . . . . . . . . . . 3
1.4 Account for a Plan's Undivided
Interest in the Trust Fund . . . . . . 3
1.5 No Trustee Duty Regarding Contributions . 4
2. DISBURSEMENTS FROM THE TRUST FUND. . . . . . . 4
3. RESPONSIBILITIES RELATING TO INVESTMENT
FUNDS AND INVESTMENT ACCOUNTS . . . . . . . 5
3.1 Investment Funds. . . . . . . . . . . . . 5
3.2 Investment Manager Appointment. . . . . . 7
3.3 Company Directed Investment Accounts. . . 9
3.4 Trustee Directed Investment Accounts. . . 10
4. POWERS OF THE TRUSTEE. . . . . . . . . . . . . 10
4.1 Investment Power of the Trustee . . . . . 10
4.2 Administrative Powers of the Trustee. . . 16
5. INDEMNIFICATION. . . . . . . . . . . . . . . . 17
6. SECURITIES . . . . . . . . . . . . . . . . . . 17
7. COMPUTERIZED REPORTING SERVICES. . . . . . . . 18
7.1 Protection of Equipment, Confidential or
Proprietary Programs and Information. . 18
7.2 Company Acknowledgment. . . . . . . . . . 19
8. SECURITY CODES . . . . . . . . . . . . . . . . 20
9. TAXES AND TRUSTEE COMPENSATION . . . . . . . . 20
10. ACCOUNTS OF THE TRUSTEE. . . . . . . . . . . . 21
11. RELIANCE ON COMMUNICATIONS . . . . . . . . . . 23
12. RESIGNATION AND REMOVAL OF TRUSTEE . . . . . . 24
13. AMENDMENT. . . . . . . . . . . . . . . . . . . 25
14. TERMINATION. . . . . . . . . . . . . . . . . . 25
TABLE OF CONTENTS
(cont.)
PAGE
15. PARTICIPATION OF OTHER EMPLOYERS. . . . . . . . 26
15.1 Adoption by Other Employers; Withdrawals 26
15.2 Powers and Authorities of Other Employers
to be Exercised Exclusively
by the Company. . . . . . . . . . . . 27
16. MISCELLANEOUS. . . . . . . . . . . . . . . . . 28
16.1 Governing Law . . . . . . . . . . . . . 28
16.2 No Reversion to Employers . . . . . . . 28
16.3 Non-Alienation of Benefits. . . . . . . 29
16.4 Duration of Trust . . . . . . . . . . . 30
16.5 No Guarantees . . . . . . . . . . . . . 30
16.6 Duty to Furnish Information . . . . . . 30
16.7 Withholding . . . . . . . . . . . . . . 30
16.8 Parties Bound . . . . . . . . . . . . . 30
16.9 Necessary Parties to Disputes . . . . . 31
16.10 Unclaimed Benefit Payments. . . . . . . 31
16.11 Severability. . . . . . . . . . . . . . 32
16.12 References. . . . . . . . . . . . . . . 32
16.13 Headings. . . . . . . . . . . . . . . . 32
16.14 No Liability for Acts of Predecessor
and Successor Trustees . . . . . . . 32
16.15 Counterparts. . . . . . . . . . . . . . 32
CAESARS WORLD, INC.
MASTER TRUST AGREEMENT
Agreement made as of January 1, 1994, by and between
CAESARS WORLD, INC., a corporation organized under the laws
of Florida (hereinafter referred to as the "Company") and
STATE STREET BANK AND TRUST COMPANY, a trust company
organized under the laws of the Commonwealth of
Massachusetts (hereinafter referred to as the "Trustee").
WITNESSETH:
WHEREAS, the Company maintains (or may maintain)
certain tax-qualified employee benefit plans described in
Exhibit A hereto (hereinafter referred to as the "Plans")
for the exclusive benefit of certain of its employees;
WHEREAS, the authority to conduct the general
operation and administration of the Plans is vested in the
Company, acting through its officers, as "Administrator" of
the Plans, who shall have the authorities and shall be
subject to the duties with respect to the trust specified
in the Plans and in this Trust Agreement;
WHEREAS, the Administrator may appoint an
Administrative Committee and delegate to such Committee
such of its authorities and duties as it may determine;
WHEREAS, the Company has appointed State Street Bank
and Trust Company as Trustee effective January 1, 1994.
NOW, THEREFORE, the Company and the Trustee do hereby
adopt this Trust Agreement as the funding vehicle for the
Plans, upon the terms and conditions hereinafter set forth:
1. TRUST FUND
1.1 Receipt of Assets. The Trustee shall receive and
accept for the purposes hereof all sums of money and other
property paid to it by or at the direction of the Company
or any Employer, and pursuant to the terms of this Trust
Agreement shall hold, invest, reinvest, manage, administer
and distribute such monies and other property and the
increments, proceeds, earnings and income thereof for the
exclusive benefit of participants in the Plans and their
beneficiaries. The Trustee need not inquire into the
source of any money or property transferred to it nor into
the authority or right of the transferor of such money or
property to transfer such money or property to the Trustee.
All assets held by the Trustee in the trust pursuant to the
provisions of this Trust Agreement at the time of reference
are referred to herein as the "Trust Fund".
1.2 Employers. For purposes of this Trust Agreement
the term "Employer" means any corporation which is a member
of a controlled group of corporations of which the Company
is a member as determined under Section 1563(a) of the
Internal Revenue Code of 1986, as amended without regard to
Section 1563(a)(4) and Section 1563(e)(3)(C) of such Code,
and which corporation has adopted this Trust Agreement in
accordance with the provisions of Section 15.1.
1.3 Plans. References in this Trust Agreement to the
"Plan" or the "Plans" shall, unless the context indicates
to the contrary, mean the tax-qualified employee benefit
plan or plans of the Company or the tax-qualified employee
benefit plan or plans of any Employer that has adopted the
trust as the funding vehicle for such plan or plans as the
case may be.
The Company shall be responsible for verifying that
while any assets of a particular Plan are held in the Trust
Fund, that Plan (i) is "qualified" within the meaning of
Section 401(a) of the Code; (ii) is permitted by existing
or future rulings of the United States Treasury Department
to pool its funds in a group trust; and (iii) permits its
assets to be commingled for investment purposes with the
assets of other such Plans by investing such assets in this
Trust Fund whether or not its assets will in fact be held
in a separate Investment Fund.
1.4 Accounting for a Plan's Undivided Interest in the
Trust Fund. All transfers to, withdrawals from, and other
transactions regarding the Trust Fund shall be conducted in
such a way that the proportionate interest in the Trust
Fund of each Plan and the fair market value of that
interest may be determined at any time. Whenever the
assets of more than one Plan are commingled in the Trust
Fund or in any Investment Fund, the undivided interest
therein of that Plan shall be debited or credited (as the
case may be) (i) for the entire amount of every
contribution received on behalf of that Plan, every benefit
payment, or other expense attributable solely to that Plan,
and every other transaction relating only to that Plan; and
(ii) for its proportionate share of every item of collected
or accrued income, gain or loss, and general expense; and
other transactions attributable to the Trust Fund or that
Investment Fund as a whole. As of each date when the fair
market value of the investments held in the Trust Fund or
an Investment Fund are determined as provided for in
Article 10, the Trustee shall adjust the value of each
Plan's interest therein to reflect the net increase or
decrease in such values since the last such date. For all
of the foregoing purposes, fractions of a cent may be
disregarded.
1.5 No Trustee Duty Regarding Contributions. The
Trustee shall not be under any duty to require payment of
any contributions to the Trust Fund, or to see that any
payment made to it is computed in accordance with the
provisions of the Plans, or otherwise be responsible for
the adequacy of the Trust Fund to meet and discharge any
liabilities under the Plans.
2. DISBURSEMENTS FROM THE TRUST FUND.
The Trustee shall from time to time on the directions
of the Administrator make payments out of the Trust Fund to
such persons, including the Administrative Committee, if
any, or any member thereof, in such manner, in such amounts
and for such purposes as may be specified in the directions
of the Administrator.
The Administrator shall be responsible for insuring
that any payment directed under this Article conforms to
the provisions of the Plans, this Trust Agreement, and the
provisions of the Employee Retirement Income Security Act
of 1974, as amended (referred to herein as "ERISA"). Each
direction of the Administrator shall be in writing and
shall be deemed to include a certification that any payment
or other distribution directed thereby is one which the
Administrator is authorized to direct, and the Trustee may
conclusively rely on such certification without further
investigation. Payments by the Trustee may be made by its
check to the order of the payee. Payments or other
distributions hereunder may be mailed to the payee at the
address last furnished to the Trustee by the Administrator
or if no such address has been so furnished, to the payee
in care of the Administrator. The Trustee shall not incur
any liability or other damage on account of any payments or
other distributions made by it in accordance with the
written directions of the Administrator.
3. RESPONSIBILITIES RELATING TO INVESTMENT FUNDS AND
INVESTMENT ACCOUNTS.
3.1 Investment Funds. The Administrator, from time
to time and in accordance with provisions of the Plans, may
direct the Trustee to establish one or more separate
investment accounts within the Trust Fund, each separate
account being hereinafter referred to as an "Investment
Fund". The Trustee shall transfer to each such Investment
Fund such portion of the assets of the Trust Fund as the
Administrator directs in accordance with the specific
provisions of each Plan. The Trustee shall be under no
duty to question, and shall not incur any liability on
account of following, any direction of the Administrator.
The Trustee shall be under no duty to review the investment
guidelines, objectives and restrictions established, or the
specific investment directions given, by the Administrator
for any Investment Fund, or to make suggestions to the
Administrator in connection therewith. To the extent that
directions from the Administrator to the Trustee represent
investment elections of the Plans' members, the Trustee
shall have no responsibility for such investment elections
and shall incur no liability on account of investing the
assets of the Trust Fund in accordance with such
directions.
All interest, dividends and other income received with
respect to, and any proceeds received from the sale or
other disposition of, securities or other property held in
an Investment Fund shall be credited to and reinvested in
such Investment Fund. All expenses of the Trust Fund which
are allocable to a particular Investment Fund shall be so
allocated and charged. Subject to the provisions of the
Plans, the Administrator may direct the Trustee to
eliminate an Investment Fund or Funds, and the Trustee
shall thereupon dispose of the assets of such Investment
Fund and reinvest the proceeds thereof in accordance with
the directions of the Administrator.
If, and to the extent specifically authorized by the
Plans, the Administrator may direct the Trustee to
establish one or more Investment Funds all of the assets of
which shall be invested in securities which constitute
"qualifying employer securities" or "qualifying employer
real property" within the meaning of Section 407 of ERISA.
It shall be the duty of the Administrator to determine that
such investment is not prohibited by Sections 406 or 407 of
ERISA.
3.2 Investment Manager Appointment. The
Administrator, from time to time and in accordance with the
provisions of the Plans, may appoint one or more
independent Investment Managers, pursuant to a written
investment management agreement describing the powers and
duties of the Investment Manager, to direct the investment
and reinvestment of all or a portion of the Trust Fund or
an Investment Fund (hereinafter referred to as an
"Investment Account").
The Administrator shall be responsible for
ascertaining that while each Investment Manager is acting
in that capacity hereunder, the following requirements are
satisfied:
(a) The Investment Manager is either (i)
registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, (ii)
a bank as defined in that Act or (iii) an
insurance company qualified to perform the
services described in (b) below under the laws of
more than one state.
(b) The Investment Manager has the power to
manage, acquire or dispose of any assets of the
Plans for which it is responsible hereunder.
(c) The Investment Manager has acknowledged in
writing to the Administrator and the Trustee that
he or it is a fiduciary with respect to the Plans
within the meaning of Section 3(21)(A) of ERISA.
The Administrator shall furnish the Trustee with
written notice of the appointment of each Investment
Manager hereunder, and of the termination of any such
appointment. Such notice shall specify the assets which
shall constitute the Investment Account. The Trustee shall
be fully protected in relying upon the effectiveness of
such appointment and the Investment Manager's continuing
satisfaction of the requirements set forth above until it
receives written notice from the Administrator to the
contrary.
The Trustee shall conclusively presume that each
Investment Manager, under its investment management
agreement, is entitled to act, in directing the investment
and reinvestment of the Investment Account for which it is
responsible, in its sole and independent discretion and
without limitation, except for any limitations which from
time to time the Administrator and the Trustee agree (in
writing) shall modify the scope of such authority.
The Trustee shall have no liability (i) for the acts
or omissions of any Investment Manager; (ii) for following
directions, including investment directions of an
Investment Manager, the Administrator or the Committee,
which are given in accordance with this Trust Agreement; or
(iii) for any loss of any kind which may result by reason
of the manner of division of the Trust Fund or Investment
Fund into Investment Accounts.
An Investment Manager shall certify, at the request of
the Trustee, the value of any securities or other property
held in any Investment Account managed by such Investment
Manager, and such certification shall be regarded as a
direction with regard to such valuation. The Trustee shall
be entitled to conclusively rely upon such valuation for
all purposes under this Trust Agreement.
3.3 Company Directed Investment Accounts. The
Trustee shall, if so directed in writing by the
Administrator, segregate all or a portion of the Trust Fund
held by it into one or more separate investment accounts to
be known as Company Directed Accounts, with respect to
which the Administrator shall have the powers and duties
granted to an Investment Manager under this Agreement. The
Administrator, by written notice to the Trustee, may at any
time relinquish its powers under this Section 3.3 and
direct that a Company Directed Account shall no longer be
maintained. In addition, during any time when there is no
Investment Manager with respect to an Investment Account
(such as before an investment management agreement takes
effect or after it terminates), the Administrator shall
direct the investment and reinvestment of such Investment
Account. Whenever the Administrator is directing the
investment and reinvestment of an Investment Account or a
Company Directed Account, the Administrator shall have the
powers and duties which an Investment Manager would have
under this Trust Agreement if an Investment Manager were
then serving and the Trustee shall be protected in relying
on the Administrator's directions without reviewing
investments or making suggestions to the same extent as it
would be protected under this Trust Agreement if it had
relied on the directions of an Investment Manager.
3.4 Trustee Directed Investment Accounts. The
Trustee shall have no duty or responsibility to direct the
investment and reinvestment of the Trust Fund, any
Investment Fund or any Investment Account unless expressly
agreed to in writing between the Trustee and the
Administrator. In the event that the Trustee enters into
such an agreement, it shall have the powers and duties of
an Investment Manager under this Trust Agreement with
regard to such Investment Account.
4. POWERS OF THE TRUSTEE.
4.1 Investment Powers of the Trustee. The Trustee
shall have and exercise the following powers and authority
(i) over Investment Accounts where it has express
investment management discretion as provided in Section 3.4
or (ii) upon direction of the Investment Manager of an
Investment Account or (iii) upon direction of the
Administrator for a Company Directed Account, for voting
and tendering of qualifying employer securities, and for
lending to participants in the Plans:
(a) To purchase, receive, or subscribe for any
securities or other property and to retain in
trust such securities or other property.
(b) To acquire and hold qualifying employer
securities and qualifying employer real property,
as such investments are defined in Section 407(d)
of ERISA.
(c) To sell for cash or on credit, to grant
options, convert, redeem, exchange for other
securities or other property, to enter into
standby agreements for future investment, either
with or without a standby fee, or otherwise to
dispose of any securities or other property at
any time held by it.
(d) To settle, compromise or submit to
arbitration any claims, debts, or damages, due or
owing to or from the trust, to commence or defend
suits or legal proceedings and to represent the
trust in all suits or legal proceedings in any
court of law or before any other body or
tribunal.
(e) To trade in financial options and futures,
including index options and options on futures
and to execute in connection therewith such
account agreements and other agreements in such
form and upon such terms as the Investment
Manager or the Administrator shall direct.
(f) To exercise all voting rights, tender or
exchange rights, any conversion privileges,
subscription rights and other rights and powers
available in connection with any securities or
other property at anytime held by it; to oppose
or to consent to the reorganization,
consolidation, merger, or readjustment of the
finances of any corporation, company or
association, or to the sale, mortgage, pledge or
lease of the property of any corporation, company
or association any of the securities which may at
any time be held by it and to do any act with
reference thereto, including the exercise of
options, the making of agreements or
subscriptions and the payment of expenses,
assessments or subscriptions, which may be deemed
necessary or advisable by the Investment Manager
or Administrator in connection therewith, and to
hold and retain any securities or other property
which it may so acquire; and to deposit any
property with any protective, reorganization or
similar committee, and to pay and agree to pay
part of the expenses and compensation of any such
committee and any assessments levied with respect
to property so deposited.
(g) To exercise all voting or tender offer
rights with respect to all qualifying employer
securities held by it except that portion, if
any, for which it has received voting or tender
offer instructions from participants in the Plans
as provided in this paragraph. The Administrator
shall inform the Trustee of the voting and tender
offer provisions of each Plan. Each participant
entitled to do so may direct the Trustee,
confidentially, how to vote or whether or not to
tender the qualifying employer securities
representing his proportionate interest in the
assets of the Plans. The Administrator shall
furnish the Trustee with the name of each
participant and the number of shares held for the
participant's account as near as practicable to
the record date fixed for the determination of
shareholders entitled to vote and shall provide
the Trustee with all other information and
assistance which the Trustee may reasonably
request. Shares for which the Trustee has not
received timely voting or tender instructions
shall be voted or tendered by the Trustee to the
extent permitted by the Plans or required by law
in its uncontrolled discretion.
(h) To lend to participants in the Plans such
amounts andupon such terms and conditions as the
Administrator may direct. Any such
direction shall be deemed to include a
certification by the Administrator that such
lending is in accordance with the provisions
of ERISA and the Plans.
(i) To borrow money in such amounts and upon
such terms and conditions as shall be deemed
advisable or proper by the
Administrator or Investment Manager to
carry out the purposes of the trust and
to pledge any securities or other
property for the repayment of any such
loan.
(j) To invest all or a portion of the Trust Fund
in contracts issued by insurance companies,
including contracts under which the insurance
company holds Plan assets in a separate account
or commingled separate account managed by the
insurance company. The Trustee shall be entitled
to rely upon any written directions of the
Administrator or the Investment Manager under
this Section 4.1, and the Trustee shall not be
responsible for the terms of any insurance
contract that it is directed to purchase and hold
or for the selection of the issuer thereof or for
performing any functions under such contract
(other than the execution of any documents
incidental thereto on the instructions of the
Administrator or the Investment Manager).
(k) To manage, administer, operate, lease for
any number ofyears, develop, improve, repair, alter,
demolish, mortgage, pledge, grant options
with respect to, or otherwise deal with any
real property or interest therein at any
time held by it, and to hold any such real
property in its own name or in the name of a
nominee, with or without the addition of
words indicating that such property is held
in a fiduciary capacity, all upon such terms
and conditions as may be deemed advisable by
the Investment Manager or Administrator.
(l) To renew, extend or participate in the
renewal orextension of any mortgage, upon such
terms as may be deemed advisable by the
Investment Manager or Administrator, and to
agree to a reduction in the rate of interest
on any mortgage or of any guarantee
pertaining thereto in any manner and to any
extent that may be deemed advisable by the
Investment Manager or Administrator for the
protection of the Trust Fund or the
preservation of the value of the investment;
to waive any default, whether in the
performance of any covenant or condition of
any mortgage or in the performance of any
guarantee, or to enforce any such default in
such manner and to such extent as may be
deemed advisable by the Investment Manager
or Administrator; to exercise and enforce
any and all rights of foreclosure, to bid on
property on foreclosure, to take a deed in
lieu of foreclosure with or without paying
consideration therefor, and in connection
therewith to release the obligation on the
bond secured by such mortgage, and to
exercise and enforce in any action, suit or
proceeding at law or in equity any rights or
remedies in respect to any such mortgage or
guarantee.
(m) To hold part or all of the Trust Fund uninvested.
(n) To employ suitable agents and counsel and to
pay their reasonable and proper expenses and
compensation.
(o) To purchase and sell foreign exchange and
contracts forforeign exchange, including
transactions entered into with State Street
Bank and Trust Company, its agents or
subcustodians.
(p) To form corporations and to create trusts to
hold titleto any securities or other property,
all upon such terms and conditions as may be
deemed advisable by the Investment Manager
or Administrator.
(q) To register any securities held by it
hereunder in itsown name or in the name of a
nominee with or without the addition of
words indicating that such securities
are held in a fiduciary capacity and to
hold any securities in bearer form and
to deposit any securities or other
property in a depository or clearing
corporation.
(r) To make, execute and deliver, as Trustee,
any and alldeeds, leases, mortgages, conveyances,
waivers, releases, or other instruments in
writing necessary or desirable for the
accomplishment of any of the foregoing
powers.
(s) To invest at State Street Bank and Trust
Company (i) in any type of interest bearing
investments (including, but not limited
to savings accounts, money market
accounts, certificates of deposit and
repurchase agreements) and (ii) in
noninterest bearing accounts (including
but not limited to checking accounts).
(t) To invest in collective investment funds
maintained byState Street Bank and Trust Company or
by others for the investment of the assets
of employee benefit plans qualified under
Section 401 of the Code, whereupon the
instruments establishing such funds, as
amended, shall be deemed a part of this
Trust Agreement and incorporated by
reference herein.
Except as otherwise provided in this Trust Agreement,
the Investment Manager of an Investment Account or the
Administrator in the case of a Company Directed Account
shall have the power and authority, to be exercised in its
sole discretion at any time and from time to time, to issue
orders for the purchase or sale of securities directly to a
broker. Written notification of the issuance of each such
order shall be given promptly to the Trustee by the
Investment Manager or the Administrator and the
confirmation of each such order shall be confirmed to the
Trustee by the broker. Unless otherwise directed by the
Administrator or Investment Manager, such notification
shall be authority for the Trustee to pay for securities
purchased or to deliver securities sold as the case may be.
Upon the direction of the Investment Manager or the
Administrator, the Trustee will execute and deliver
appropriate trading authorizations, but no such
authorization shall be deemed to increase the liability or
responsibility of the Trustee under this Trust Agreement.
The Trustee shall transmit promptly to the
Administrator or the Investment Manager, as the case may
be, all notices of conversion, redemption, tender,
exchange, subscription, class action, claim in insolvency
proceedings or other rights or powers relating to any of
the securities in the Trust Fund, which notices are
received by the Trustee from its agents or custodians, from
issuers of the securities in question and from the party
(or its agents) extending such rights. The Trustee shall
have no obligation to determine the existence of any
conversion, redemption, tender, exchange, subscription,
class action, claim in insolvency proceedings or other
right or power relating to any of the securities in the
Trust Fund of which notice was given prior to the purchase
of such securities by the Trust Fund, and shall have no
obligation to exercise any such right or power unless the
Trustee is informed of the existence of the right or power.
The Trustee shall not be liable for any untimely
exercise or assertion of such rights or powers described in
the paragraph immediately above in connection with
securities or other property of the Trust Fund at any time
held by it unless (i) it or its agents or custodians are in
actual possession of such securities or property and (ii)
it receives directions to exercise any such rights or
powers from the Administrator or the Investment Manager, as
the case may be, and both (i) and (ii) occur at least three
business days prior to the date on which such rights or
powers are to be exercised.
If the Trustee is directed by the Administrator or an
Investment Manager to purchase securities issued by any
foreign government or agency thereof, or by any corporation
or other entity domiciled outside of the United States, it
shall be the responsibility of the Administrator or
Investment Manager, as the case may be, to advise the
Trustee in writing with respect to any laws or regulations
of any foreign countries or any United States territory or
possession which shall apply in any manner whatsoever to
such securities, including, without limitation, receipt by
the Trustee of dividends, interest or other distributions
on such securities.
4.2 Administrative Powers of the Trustee.
Notwithstanding the appointment of an Investment Manager,
the Trustee shall have the following powers and authority,
to be exercised in its sole discretion, with respect to the
Trust Fund:
(a) To employ suitable agents, custodians and
counsel and to pay their reasonable expenses and
compensation.
(b) To appoint ancillary trustees to hold any
portion ofthe assets of the trust and to pay
their reasonable expenses and compensation.
(c) To register any securities held by it
hereunder in itsown name or in the name of a
nominee with or without the addition of
words indicating that such securities
are held in a fiduciary capacity and to
hold any securities in bearer form and
to deposit any securities or other
property in a depository or clearing
corporation.
(d) To make, execute and deliver, as Trustee,
any and alldeeds, leases, mortgages, conveyances,
waivers, releases or other instruments in
writing necessary or desirable for the
accomplishment of any of the foregoing
powers.
(e) Generally to do all ministerial acts,
whether or not expressly authorized, which
the Trustee may deem necessary or
desirable in carrying out its duties
under this Trust Agreement.
Notwithstanding anything in the Plans or this Trust
Agreement to the contrary, the Trustee shall not be
required by the Company, the Administrator or any
Investment Manager to engage in any action, nor make any
investment which constitutes a prohibited transaction or is
otherwise contrary to the provisions of ERISA or which is
otherwise contrary to law or to the terms of the Plans or
this Trust Agreement.
The Trustee may consult with legal counsel concerning
any question which may arise with reference to this Trust
Agreement and its powers and duties hereunder. The written
opinion of such counsel shall be full and complete
protection of the Trustee in respect to any action taken or
suffered by the Trustee hereunder in good faith reliance on
said opinion.
5. INDEMNIFICATION.
The Company shall indemnify and save harmless the
Trustee for and from any loss or expense (including
reasonable attorneys' fees) arising (a) out of any matter
as to which this Trust Agreement provides that the Trustee
is directed, protected, not liable, or not responsible, or
(b) by reason of any breach of any statutory or other duty
owed to the Plans by the Company, any Employer, the
Administrator, any Investment Manager or any delegate of
any of them (and for the purposes of this sentence the
Trustee shall not be considered to be such a delegate),
whether or not the Trustee may also be considered liable
for that other person's breach under the provisions of
Section 405(a) of ERISA.
6. SECURITIES OR OTHER PROPERTY.
The words "securities or other property", used in this
Trust Agreement, shall be deemed to refer to any property,
real or personal, or part interest therein, wherever
situated, including, without limitation, governmental,
corporate or personal obligations, trust and participation
certificates, partnership interests, annuity or investment
contracts issued by an insurance company, leaseholds, fee
titles, mortgages and other interests in realty, preferred
and common stocks, certificates of deposit, financial
options and futures or any other form of option, evidences
of indebtedness or ownership in foreign corporations or
other enterprises or indebtedness of foreign governments,
and any other evidences of indebtedness or ownership,
including securities or other property of the Company, even
though the same may not be legal investment for trustees
under any law other than ERISA.
7. COMPUTERIZED REPORTING SERVICES.
7.1 Protection of Equipment, Confidential or
Proprietary Programs and Information. The Company agrees
to use the equipment, computer programs and other
information supplied by the Trustee under this Contract
solely for its own internal use and benefit and not for
resale or other transfer or disposition to, or use by or
for the benefit of, any other person or organization
without the prior written approval of the Trustee.
The Company acknowledges that the data bases, computer
programs, screen formats, screen designs, report formats,
interactive design techniques, and other information
furnished to the Company by the Trustee constitute
copyrighted trade secrets or proprietary information of
substantial value to the Trustee. Such data bases,
programs and other information are collectively referred to
below as "Proprietary Information". The Company agrees
that it shall treat all Proprietary Information as
proprietary to the Trustee and that it shall not divulge
any Proprietary Information to any person or organization
except as expressly permitted hereunder. Without limiting
the foregoing, the Company agrees for itself and its
employees and agents:
(a) to use such programs and data bases (i)
solely on the Trustee's approved computers, (ii)
solely from equipment at Company locations agreed
to between the Company and the Trustee and (iii)
solely in accordance with the Trustee's
applicable user documentation;
(b) to use equipment supplied or approved by the
Trustee solely with programs supplied by the
Trustee and no other programs or software;
(c) to refrain from copying or duplicating in
any way (other than in the normal course of
performing processing on Trustee's computers) any
part of any Proprietary Information;
(d) to refrain from obtaining unauthorized
access to anyprograms, data or other information not
owned by the Company, and if such access is
accidentally obtained, to respect and
safeguard the same as Proprietary
Information;
(e) to refrain from causing or allowing
informationtransmitted from the Trustee's computer to
the Company's terminals to be retransmitted
to another computer, terminal or other
device;
(f) that the Company shall have access to only
thoseauthorized transactions as agreed to between the
Company and the Trustee;
(g) to honor reasonable written requests made by
theTrustee to protect at the Trustee's expense the
rights of the Trustee in Proprietary Information at
common law, under the Federal copyright statutes and
under other Federal and state statutes.
7.2 Company Acknowledgment. The Company hereby
acknowledges that the data and information it will be
accessing from Trustee is unaudited and may not be accurate
due to inaccurate pricing of securities, delays of a day or
more in updating the Account and other causes for which
Trustee will not be liable to the Company, provided such
inaccuracies are not due to negligence of the Trustee.
8. SECURITY CODES.
If the Trustee has issued to the Company, or to any
Investment Manager appointed by the Company, security codes
or passwords in order that the Trustee may verify that
certain transmissions of information, including directions
or instructions, have been originated by the Company or the
Investment Manager, as the case may be, the Trustee shall
be kept indemnified by and be without liability to the
Company for any action taken or omitted by it in reliance
upon receipt by the Trustee of transmissions of information
with the proper security code or password, including
communications purporting to be directions or instructions,
which the Trustee reasonably believes to be from the
Company or Investment Manager.
9. TAXES AND TRUSTEE COMPENSATION.
The Trustee shall pay out of the Trust Fund all real
and personal property taxes, income taxes and other taxes
of any and all kinds levied or assessed under existing or
future laws against the Trust Fund. Until advised to the
contrary by the Administrator, the Trustee shall assume
that the Trust is exempt from Federal, State and local
income taxes, and shall act in accordance with that
assumption. The Administrator shall timely file all
Federal, State and local tax and information returns
relating to the Plans and Trust.
The Trustee shall be paid such reasonable compensation
as shall from time to time be agreed upon by the Company
and the Trustee. Such compensation and all reasonable and
proper expenses of administration of the Trust, including
counsel fees,
shall be withdrawn by the Trustee out of the Trust Fund
unless paid by the Company, but such compensation and
expenses shall be paid by the Company if the same cannot by
operation of law be withdrawn from the Trust Fund.
All payments from the Trust Fund under this Article 9
may be made without approval or direction of the
Administrator.
10. ACCOUNTS OF THE TRUSTEE.
The Trustee shall maintain or cause to be maintained
suitable records, data and information relating to its
functions hereunder.
The Trustee shall keep accurate and detailed accounts
of all investments, receipts, disbursements, and other
actions hereunder. Its books and records relating thereto
shall be open to inspection and audit at all reasonable
times by the Administrator or its duly authorized
representatives and each Investment Manager. The Trustee
shall be entitled to reasonable compensation and
reimbursement of its reasonable expenses incurred in
connection with such audits or inspections.
Within sixty days after the close of each fiscal year
of the trust and at more frequent intervals if agreed to by
the parties hereto, and within sixty days after the removal
or resignation of the Trustee as provided hereunder, the
Trustee shall render to the Company a written statement and
account showing in reasonable summary the investments,
receipts, disbursements, and other transactions engaged in
during the preceding fiscal year or period, and setting
forth the assets and liabilities of the trust. Unless the
Company shall have filed with the Trustee written
exceptions or objections to any such statement and account
within sixty days after receipt thereof, the Company shall
be deemed to have approved such statement and account, and
in such case or upon written approval by the Administrator
of any such statement and account, the Trustee shall be
released and discharged with respect to all matters and
things embraced in such statement and account as though it
had been settled by a decree of a court of competent
jurisdiction in an action or proceeding in which the
Company, all other necessary parties and all persons having
any beneficial interest in the Trust Fund were parties.
The Trustee shall determine the fair market value of
assets of the Trust Fund based upon valuations provided by
Investment Managers, information and financial publications
of general circulation, statistical and valuation services,
records of security exchanges, appraisals by qualified
persons, transactions and bona fide offers in assets of the
type in question and other information customarily used in
the valuation of property.
The Company or its delegate, each Investment Manager,
and the Trustee shall file such descriptions and reports
and make such other publications, disclosures,
registrations and other filings as are required of them
respectively by ERISA.
Nothing contained in this Trust Agreement or in the
Plans shall deprive the Trustee of the right to have a
judicial settlement of its account. In any proceeding for
a judicial settlement of the Trustee's accounts or for
instructions in connection with the trust, the only
necessary party thereto in addition to the Trustee shall be
the Company, and no participant or other person having or
claiming any interest in the Trust Fund shall be entitled
to any notice or service of process (except as required by
law). Any judgment, decision or award entered in any such
proceeding or action shall be conclusive upon all
interested persons.
11. RELIANCE ON COMMUNICATIONS.
The Trustee may rely upon a certification of the
Administrator (or any member thereof if an Administrative
Committee is appointed Administrator) with respect to any
instruction, direction or approval of such Administrator
(or any member thereof if an Administrative Committee is
appointed Administrator) and may rely upon a certification
of the Company as to the membership of the Committee as it
then exists, and may continue to rely upon such
certification until a subsequent certification is filed
with the Trustee.
The Trustee shall be fully protected in acting upon
any instrument, certificate, or paper of the Company, its
Board of Directors, the Administrator (or any member
thereof if an Administrative Committee is appointed),
believed by it to be genuine and to be signed or presented
by any authorized person, and the Trustee shall be under no
duty to make any investigation or inquiry as to any
statement contained in any such writing but may accept the
same as fully authorized by the Company, its Board of
Directors or the Administrator (or any member thereof if an
Administrative Committee is appointed), as the case may be.
The Trustee shall be further protected in relying upon
a certification from any Investment Manager appointed by
the Company as to the person or persons authorized to give
instructions or directions on behalf of such Investment
Manager and may continue to rely upon such certification
until a subsequent certification is filed with Trustee.
12. RESIGNATION AND REMOVAL OF TRUSTEE.
Any Trustee acting hereunder may resign at any time by
giving sixty days' prior written notice to the Company,
which notice may be waived by the Company. The Company may
remove the Trustee at any time upon sixty days' prior
written notice to the Trustee, which notice may be waived
by the Trustee. In case of the resignation or removal of
the Trustee, the Company shall appoint a successor trustee.
Any successor trustee shall have the same powers and duties
as those conferred upon the Trustee named in this Trust
Agreement. The removal of a Trustee and the appointment of
a new Trustee shall be by a written instrument delivered to
the Trustee. Upon the appointment of a successor trustee
and after the final account of the resigning or removed
Trustee has been approved or settled, as provided in
Article 10, the resigning or removed Trustee shall transfer
or deliver the Trust Fund to such successor trustee.
13. AMENDMENT.
This Trust Agreement may be amended by agreement
between the Trustee and the Company at any time or from
time to time and in any manner, and the provisions of any
such amendment may be applicable to the Trust Fund as
constituted at the time of the amendment as well as to the
part of the Trust Fund subsequently acquired.
14. TERMINATION.
This Trust Agreement and the trust created hereby may
be terminated at any time by the Company, and upon such
termination or upon the dissolution or liquidation of the
Company, in the event that a successor to the Company by
operation of law or by the acquisition of its business
interests shall not elect to continue the Plans and the
trust, the Trust Fund shall be paid out by the Trustee
after the settlement of its final account when directed by
the Administrator. Notwithstanding the foregoing, the
Trustee shall not be required to pay out any assets of the
Trust Fund upon termination of the Trust until the Trustee
has received written certification from the Administrator:
(i) that all provisions of law with respect to such
termination have been complied with; and (ii) (after the
Trustee has made a determination of the fair market value
of the Plans' assets) that the Plans' assets are sufficient
to discharge when due all obligations of the Plans required
by law. The Trustee shall rely conclusively on such
written certification, and shall be under no obligation to
investigate or otherwise determine its propriety.
15. PARTICIPATION OF OTHER EMPLOYERS.
15.1 Adoption by Other Employers; Withdrawals. The
Trust is maintained by the Company for use as the funding
vehicle for the Plans which it maintains for various groups
of employees and for use as the funding vehicle for the
Plans of any Employer.
(a) Any Employer which has been certified to the
Trustee by the Company as being authorized and as
having adopted this Trust with the consent of the
Company as a funding vehicle for its own Plans
may, at any time thereafter, become a party to
this Trust Agreement by filing with the Trustee a
certified copy of a resolution of its Board of
Directors evidencing its election so to do; and
(b) Any Employer which is a party to this Trust
Agreement and which has been certified to
the Trustee by the Company as having adopted one
or more other Plans and as being authorized to
adopt this Trust as the funding medium for such
other Plan or Plans may, at any time thereafter,
adopt this Trust for the purposes of such other
Plan or Plans by filing with the Trustee a
certified copy of a resolution of its Board of
Directors evidencing its election so to do.
Thereafter, the Trustee shall receive and hold as a
part of the Trust Fund, subject to the provisions of this
Trust Agreement, any deposits made to it under such Plans
by or at the direction of such Employer. Should this
paragraph become operative:
(a) In the event of the withdrawal of a Plan
from the trust or in the event of the Company's
or an Employer's election to terminate or to fund
separately the benefits provided under any of its
Plans, the Company shall cause a valuation to be
made of the share of the Trust Fund which is held
for the benefit of persons having an interest
therein under such Plans. The Trustee shall
thereupon segregate and dispose of such share in
accordance with the written direction of the
Company accompanied by its certification to the
Trustee that such segregation and disposition is
in accordance with the terms of the Plans and the
requirements of the law.
(b) If the Company or any Employer receives
notice that one or more of its Plans is no
longer qualified under the provisions
of Section 40l of the Code or the
corresponding provisions of any future
Federal revenue act, the Company shall
immediately cause a valuation to be
made of the share of the Trust Fund
which is held for the benefit of such
persons having an interest under such
disqualified Plan or Plans. The
Trustee shall thereupon segregate,
withdraw from the Trust Fund, and
dispose of such share in accordance
with the terms of the disqualified Plan
or Plans. The Company may direct the
Trustee to dispose of such share by the
transfer and delivery of such share to
itself as trustee of a separate trust,
the terms and conditions of which shall
be identical with those of this Trust
Agreement, except that either the
Company or the Employer maintaining
such disqualified Plan or Plans and the
Trustee shall be the only parties
thereto.
(c) In the event that any group of employees
covered by a Plan is withdrawn from such
Plan, the Company shall, if required by
the terms of such Plan, cause a
valuation to be made of the share of
the Trust Fund which is held for the
benefit of such group of employees.
The Trustee shall thereupon segregate
and dispose of such share in accordance
with the direction of the Company
accompanied by its certification to the
Trustee that such segregation and
disposition is in accordance with the
terms of such Plan and the requirements
of the law.
The Trustee shall have no duty to see that the
valuation of any share in accordance with the provisions of
this Section l5.l is caused to be made by the Company, nor
to segregate and dispose of any such share in the absence
of the written direction of the Company to do so.
15.2 Powers and Authorities of Other Employers to be
Exercised Exclusively by Company. Each Employer, other
than the Company, which is or shall become a party to this
Trust Agreement, hereby irrevocably gives and grants to the
Company full and exclusive power and authority to exercise
all of the powers conferred upon it by the terms of this
Trust Agreement and to take or refrain from taking any and
all action which such Employer might otherwise take or
refrain from taking with respect to this Trust Agreement,
including the sole and exclusive power to exercise, enforce
or waive any rights whatsoever which such Employer might
otherwise have with respect to the Trust Fund, and each
such Employer, by becoming a party to this Trust Agreement,
irrevocably appoints the Company its agent for such
purposes. The Trustee shall have no obligation to account
to any such Employer or to follow the instructions of or
otherwise deal with any such Employer, the intention being
that the Trustee shall deal solely with the Company as if
the Trustee and the Company were the only parties in this
Trust Agreement.
16. MISCELLANEOUS.
16.1 Governing Law. To the extent not inconsistent
with ERISA, as heretofore or hereafter amended, the
provisions of this Trust Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth
of Massachusetts.
16.2 No Reversion to Employers. Except as provided
herein, no portion of the principal or the income of the
Trust Fund shall revert to or be recoverable by the Company
or any Employer or ever be used for or diverted to any
purpose other than for the exclusive benefit of
participants in the Plans and persons claiming under or
through them pursuant to the Plans, provided, however,
that:
(a) if a contribution is conditioned upon the
deductibility of the contribution under Section
404 of the Code, then, to the extent the
deduction is disallowed, the Trustee shall, upon
written request of the affected Employer or the
Company, return such amounts as may be permitted
by law to such Employer or the Company, as
appropriate, within one year after the date the
deduction is disallowed; and
(b) if a contribution or any portion thereof is
made by theCompany or an Employer by a mistake of
fact, the Trustee shall, upon written
request of the Company or such Employer,
return such amounts as may be permitted by
law to the Company or such Employer, as
appropriate, within one year after the date
of payment to the Trustee; and
(c) if a contribution is conditioned upon the
qualificationof the Plans and Trust under Section
40l and 50l of the Code, the contributions
of the Company or an Employer to the Trust
for all Plans Years, with the gains and
losses thereon, shall be returned by the
Trustee to the Company or such Employer, as
appropriate, within one year in the event
that the Commissioner of Internal Revenue
fails to rule that the Plans and Trust were
as of such date qualified and tax-exempt
(within the meaning of Sections 40l and 50l
of the Code); and
(d) in the event that a Plan whose assets are
held in theTrust Fund is terminated, assets of
such Plan may be returned to the Employer if
all liabilities to participants and
beneficiaries of such Plan have been
satisfied; and
(e) assets may be returned to the Employer to
the extent that the law permits such transfer.
The Trustee shall be under no obligation to return any
part of the Trust Fund as provided in this Section l6.2
until the Trustee has received a written certification from
the Administrator that such return is in compliance with
this Section 16.2, the Plans and the requirements of the
law. The Trustee shall rely conclusively on such written
certification and shall be under no obligation to
investigate or otherwise determine its propriety.
16.3 Non-Alienation of Benefits. No benefit to which
a participant or his beneficiary is or may become entitled
under a Plan shall at any time be subject in any manner to
alienation or encumbrance, nor be resorted to, appropriated
or seized in any proceeding at law, in equity or otherwise.
No participant or other person entitled to receive a
benefit under a Plan shall, except as specifically provided
in such Plans, have power in any manner to transfer,
assign, alienate or in any way encumber such benefit under
such Plan, or any part thereof, and any attempt to do so
shall be void.
16.4 Duration of Trust. Unless sooner terminated,
the trust created under this Trust Agreement shall continue
for the maximum period of time which the laws of the
Commonwealth of Massachusetts shall permit.
16.5 No Guarantees. Neither the Company, nor any
Employer, nor the Trustee guarantees the Trust Fund from
loss or depreciation, nor the payment of any amount which
may become due to any person under the Plans or this Trust
Agreement.
16.6 Duty to Furnish Information. Both the Company
and the Trustee shall furnish to the other any documents,
reports, returns, statements, or other information that the
other reasonably deems necessary to perform its duties
imposed under the Plans or this Trust Agreement or
otherwise imposed by law.
16.7 Withholding. The Administrator shall withhold
any tax which by any present or future law is required to
be withheld from any payment under the Plans, unless the
Trustee shall have agreed in writing to do so. The
Administrator shall provide all information reasonably
requested by the Trustee to enable the Trustee to so
withhold.
16.8 Parties Bound. This Trust Agreement shall be
binding upon the parties hereto, all participants in the
Plans and persons claiming under or through them pursuant
to the Plans, and, as the case may be, the heirs,
executors, administrators, successors, and assigns of each
of them. The provisions of Articles 5, 7 and 8 shall
survive termination of the Trust created under this Trust
Agreement or resignation or removal of the Trustee for any
reason.
In the event of the merger or consolidation of the
Company or any Employer or other circumstances whereby a
successor person, firm or company shall continue to carry
on all or a substantial part of its business, and such
successor shall elect to carry on the provisions of the
Plan or Plans applicable to such business, as therein
provided, such successor shall be substituted hereunder for
the Company or such Employer, as the case may be, upon the
filing in writing of its election so to do with the
Trustee. The Trustee may, but need not, rely on the
certification of an officer of the Company, and a certified
copy of a resolution of the Board of Directors of such
successor, reciting the facts, circumstances and
consummation of such succession and the election of such
successor to continue the said Plan or Plans as conclusive
evidence thereof, without requiring any additional
evidence.
16.9 Necessary Parties to Disputes. Necessary
parties to any accounting, litigation or other proceedings
shall include only the Trustee, the Company and any
appropriate Employers and the settlement or judgment in any
such case in which the Company, the appropriate Employers
and the Trustee are duly served or cited shall be binding
upon all participants in the Plans and their beneficiaries
and estates, and upon all persons claiming by, through or
under them.
16.10 Unclaimed Benefit Payments. If any check or
share certificate in payment of a benefit hereunder which
has been mailed by regular US mail to the last address of
the payee furnished the Trustee by the Company is returned
unclaimed, the Trustee shall notify the Company and shall
discontinue further payments to such payee until it
receives the further instruction of the Company.
16.11 Severability. If any provisions of this Trust
Agreement shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining
provisions of this Trust Agreement shall continue to be
fully effective.
16.12 References. Unless the context clearly
indicates to the contrary, a reference to a statute,
regulation, document or provision shall be construed as
referring to any subsequently enacted, adopted or executed
counterpart.
16.13 Headings. Headings and subheadings in this
Trust Agreement are inserted for convenience of reference
only and are not to be considered in the construction of
its provisions.
16.14 No Liability for Acts of Predecessor and
Successor Trustees. The Trustee shall have no liability
for the acts or omissions of any predecessors or successors
in office.
16.15 Counterparts. This Trust Agreement may be
executed in one or more counterparts, each of which shall
constitute an original.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their duly authorized officers
as of the day and year first above written.
ATTEST: CAESARS WORLD, INC.
_________________ BY:_______________________________
TITLE:____________________________
ATTEST: STATE STREET BANK AND TRUST
COMPANY
________________ BY:_______________________________
Vice President
INCUMBENCY CERTIFICATE
CAESARS WORLD, INC. (the "Company"), hereby certifies
that the persons whose names appear below are authorized to
act on its behalf, including the authorization to give
instructions, with respect to the Master Trust Agreement
between the Company and STATE STREET BANK AND TRUST
COMPANY, as Trustee, dated as of January 1, 1994. The
Company further certifies that the true signature of each
such person is set forth below opposite his name, and that
the Trustee may rely upon this certificate until such time
as it receives another certificate bearing a later date.
NAME SIGNATURE
_____________________ _________________________
_____________________ _________________________
_____________________ _________________________
____________________________
CAESARS WORLD, INC.
BY:__________________________
TITLE:_______________________
DATE:________________________
NOTICE OF APPOINTMENT
OF
INVESTMENT MANAGERS
CAESARS WORLD, INC. (the "Company"), certifies to
STATE STREET BANK AND TRUST COMPANY (the "Trustee"),
through the duly authorized person whose signature appears
below, that the firms whose names are set forth below have
been appointed as Investment Managers for the Company with
respect to the Master Trust Agreement between the Company
and the Trustee dated as of January 1, 1994, with authority
over the portions of its assets indicated opposite their
names. The Company further certifies that the Trustee may
rely upon this certificate until such time as it receives
another certificate bearing a later date.
INVESTMENT MANAGER PORTION OF ASSETS
________________________ _________________________
________________________ _________________________
________________________ _________________________
________________________ _________________________
_________________________
CAESARS WORLD, INC.
BY:______________________
TITLE:___________________
DATE:____________________
MASTER TRUST
DOCUMENTARY REQUIREMENTS CHECKLIST
1. Duly-executed copy of the Trust Agreement.
2. A certified copy of votes of the Company's Board
of Directors authorizing execution of the Trust
Agreement by the officers who in fact signed it
on the Company's behalf.
3. A certified copy of votes of the Board of
Directors authorizing designated officers,
committees, or other persons to act under
the Trust Agreement on behalf of the Company
in giving the Trustee directions, notices,
instructions, consents and certifications of
authority.
4. Certificate as to the incumbency and sample
signatures ofthe persons authorized to sign the
Trust Agreement and give directions, etc.,
to the Trustee on behalf of the Company.
5. Notice of Appointment of Investment Managers.
6. An acknowledgment by each Investment Manager that
it is afiduciary (as defined in Section 3 (21)(A)
of ERISA), with respect to the Plans under the
Trust Agreement.
7. Certificate as to the incumbency and sample
signatures ofthe persons authorized to give
directions, etc., to the Trustee on behalf
of Investment Manager.
8. Investment Manager instructions to use STIF.
9. Fee Schedule.
10 Copy of each Plan Document.
11. Copy of IRS Determination letter for each Plan.
12. Letter furnishing (a) name, address and Employer
identification Number (EIN) of each employer
participating in the Plan and Trust; (b) the Plan
Number for each Plan; and (c) the Tax Identification
Number (TIN) for the Trust (Notify State Street if no
TIN exists).
mastertr.doc