Exhibit 10.38
TRUST AGREEMENT
FOR
FARR COMPANY 401K/RETIREMENT PLAN
Fidelity Management Trust Company, its affiliates and employees may not provide
you with legal or tax advice in connection with the execution of this document.
It should be reviewed by your attorney and/or accountant prior to execution.
CORPORATEplan for RETIREMENT
VOLUME SUBMITTER
PLAN DOCUMENT SYSTEMS
TABLE OF CONTENTS
PREAMBLE
ARTICLE I
DEFINITIONS; PURPOSE: RIGHTS OF ELIGIBLE
EMPLOYEES AND BENEFICIARIES
1.1 Definitions 2
1.2 Purpose 2
1.3 Rights of Eligible Employees and Beneficiaries 2
ARTICLE II
POWERS AND DUTIES OF THE TRUSTEE
2.1 Powers and Duties of Trustee 3
2.2 Selection of Investment Funds 4
2.3 Available Investment Funds 5
2.4 Participant Direction 5
2.5 Adjustment of Claims 6
2.6 Voting Rights 6
2.7 Participant Loans 6
2.8 Registration of Securities; Nominees 6
2.9 Agents, Attorneys, Actuaries, and Accountants 7
2.10 Deposit of Funds 7
2.11 Payment of Taxes; Indemnity 7
2.12 Records and Statements 7
2.13 Authority 8
2.14 Court Action Not Required 8
2.15 Reliance on Written Directions 8
2.16 Trustee's Performance 9
2.17 Counsel 9
2.18 Annuity Contracts 9
2.19 Sponsor Stock 9
ARTICLE III
PAYMENTS OUT OF THE TRUST
3.1 Payments 10
3.2 Compensation and Expenses 10
3.3 Return of Contributions to the Sponsor 10
ARTICLE IV
SUCCESSION TO THE TRUSTEESHIP
4.1 Resignation of the Trustee 11
4.2 Removal of the Trustee 11
4.3 Appointment of a Successor Trustee 11
ARTICLE V
AMENDMENT
5.1 Right of Amendment 12
5.2 Limitation on Amendment 12
ARTICLE VI
MISCELLANEOUS
6.1 Validity of Trust Agreement 13
6.2 No Guarantees 13
6.3 Duty to Furnish Information 13
6.4 Federal Income Tax Withholding 13
6.5 Parties Bound 14
6.6 Indemnification by Sponsor 14
6.7 Bonding Requirements 14
6.8 Separate Trust or Fund for Existing Plan Assets 14
PREAMBLE
THIS Trust Agreement is entered into by and between Farr Company (the "Sponsor")
and Fidelity Management Trust Company, a corporation organized and operating
under the laws of the Commonwealth of Massachusetts, and authorized to carry on
a trust business (the "Trustee");
WHEREAS, the Sponsor has adopted the Farr Company 401K/Retirement Plan (the
"Plan") for the benefit of eligible employees and their beneficiaries; and
WHEREAS, the Sponsor desires to establish a trust for the exclusive benefit of
eligible employees and their beneficiaries to hold assets of the Plan; and
WHEREAS, the Trustee agrees to act as trustee of said trust; and
WHEREAS, the Sponsor and any person designated by the Sponsor pursuant to
Article XVIII of the Plan, serves as a named fiduciary of the Plan for purposes
of Section 402(a) (2) of ERISA (the "Named Fiduciary");
NOW, THEREFORE, the parties agree that effective as of January 1, 1996, the
Trustee shall hold all funds and other property from time to time contributed or
transferred to it pursuant to the provisions of the Plan, together with all the
increments, proceeds, investments and reinvestments thereof, in trust, for the
uses and purposes and upon the terms and conditions hereinafter set forth.
ARTICLE I
DEFINITIONS; PURPOSE; RIGHTS OF ELIGIBLE
EMPLOYEES AND BENEFICIARIES
1.1 DEFINITIONS
For all purposes of this Trust Agreement, the terms defined in the Plan shall
have the meanings therein set forth, unless, as the case may be, a different
meaning is clearly required by the context hereof.
1.2 PURPOSE
The Trust is established to provide retirement and other benefits for eligible
employees and their beneficiaries. Except as provided in Section 3.3, prior to
the satisfaction of all liabilities under the Plan, no part of the Trust assets
may be applied to any purpose other than providing benefits under the Plan and
for defraying expenses of administering the Plan and the Trust.
1.3 RIGHTS OF ELIGIBLE EMPLOYEES AND BENEFICIARIES
The rights of eligible employees and their beneficiaries shall be determined
solely under the Plan.
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ARTICLE II
POWERS AND DUTIES OF THE TRUSTEE
2.1 POWERS AND DUTIES OF TRUSTEE
In the administration of the Trust, the Trustee shall have the powers and duties
set forth in this Article II, in addition to all powers and duties otherwise
expressly set forth in this Trust Agreement. Subject to the other provisions of
this Agreement, the Trustee is empowered;
(a) To invest and reinvest all or any part of trust units or the trust,
including both principal and income, in securities pursuant to this
agreement;
(b) to purchase annuities and hold and retain such contract or contracts as
part of the Trust;
(c) to invest and reinvest all or any part of the Trust under an insurance
contract or contracts that contain provisions relating to a specified rate
of return on such investment;
(d) to sell, lease, exchange, or otherwise dispose of all or any part of the
Trust at such prices, upon such terms and conditions, and in such manner as
it shall determine, including the right to surrender an annuity contract or
contracts at any time held in the Trust;
(e) to exercise, buy, or sell rights of conversion or subscription;
(f) to enter into or oppose any plan of consolidation, merger, reorganization,
capital readjustment, or liquidation of any corporation or other issuer of
securities held hereunder (including any plan for the sale, lease, or
mortgage of any of its property or the adjustment or liquidation of any of
its indebtedness) and, in connection with any such plan, to enter into any
security holders' trust agreement, to deposit securities under such
agreement, and to pay assessments or subscriptions from the other assets
held hereunder;
(g) to retain in cash or in forms of investment otherwise unproductive of
income such portion of the Trust as determined by the Sponsor is
necessitated by the cash requirements of the Trust; provided, however,
that, to the maximum extent feasible, such amounts shall be held which are
productive of income but are sufficiently liquid to meet such cash
requirements;
(h) to deposit securities held hereunder in any depository;
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(i) to transfer to and invest all or any part of the Trust in any collective
investment trust which constitutes an exempt trust within the meaning of
the code and which is then maintained by a bank or trust company, or any of
its affiliates, when such bank or trust company is acting as Trustee or
agent for the Trustee; provided that the instrument establishing such
collective investment trust, as amended from time to time, shall govern any
investment therein, and is hereby made a part of this Trust Agreement as if
fully set forth herein; provided further, that, to the extent that the
Named Fiduciary selects as an investment option the Managed Income
Portfolio of the Fidelity Group Trust for Employee Benefit Plans (the
"Group Trust"), the Sponsor hereby agrees to the terms of the Group Trust
and adopts said terms as a part of this Trust Agreement and acknowledges
that it has received from the Trustee a copy of the Group Trust, the
Declaration of Separate Fund for the Managed Income Portfolio of the Group
Trust, and the Circular for the Managed Income Portfolio;
(j) pursuant to the direction of the Administrator, to purchase and sell
interests in a registered investment company registered under the
Investment Company Act of 1940, for which the Trustee or an affiliate of
the Trustee serves as investment advisor or sub-advisor and receives
compensation from the registered investment company for its services as
investment advisor or sub-advisor, provided that the applicable conditions
of Department of Labor Transaction Exemption 77-4 are satisfied; and
(k) to transfer to and invest all or any part of the Trust in any trust which
forms a part of a pension or profit-sharing plan of an Employer or a
Related Company qualified under the Code and which constitutes an exempt
trust within the meaning of the Code; provided that the instrument
establishing such trust, as amended from time to time, shall govern any
investment therein, and is hereby made a part of this Trust Agreement as if
fully set forth herein.
The term "securities", wherever used in this Trust Agreement, shall include
common and preferred stocks, contractual obligations of every kind, whether
secured or unsecured, equitable interests in real or personal property, and
intangible property of every description and howsoever evidenced.
2.2 SELECTION OF INVESTMENT FUNDS
The Trustee shall have no responsibility for the selection of Investment Funds
under the Trust and shall not render investment
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advice to any person in connection with the selection of such options.
2.3 AVAILABLE INVESTMENT FUNDS
The Named Fiduciary shall direct the Trustee as to (i) the Investment Funds the
Trust shall be invested in during the Participant recordkeeping reconciliation
period, and (ii) the Investment Funds in which Plan Participants and/or the
Sponsor may invest in, subject to the following limitations. The Named Fiduciary
may determine to offer as Investment Funds only (i) securities issued by the
investment companies advised by Fidelity Management and Research Company
("Mutual Funds"), (ii) notes evidencing loans to Plan Participants in accordance
with the terms of the Plan, and (iii) collective investment funds maintained by
the Trustee for qualified plans; provided, however, that the Trustee shall be
considered a fiduciary with investment discretion only with respect to Plan
assets that are invested in collective investment funds maintained by the
Trustee for qualified plans. The Investment Funds initially selected by the
Named Fiduciary are identified in Schedule A attached hereto. The Named
Fiduciary may add additional Investment Funds with the consent of the Trustee
and upon mutual amendment of Schedule A of this Trust Agreement. The Sponsor
hereby acknowledges that it has received from the Trustee a copy of the
prospectus for each Mutual Fund selected by the Named Fiduciary as a Plan
Investment Fund.
2.4 PARTICIPANT DIRECTION
Each Plan Participant shall direct the Trustee in which Investment Fund(s) to
invest the assets in the Participant's Separate Account as provided in the Plan.
Such directions may be made by Plan Participants by use of the telephone
exchange system maintained for such purposes by the Trustee or its agent, in
accordance with written telephone exchange guidelines set forth in the service
agreement between the Sponsor and Fidelity Management and Research Company (the
"Service Agreement"). In the event that the Trustee fails to receive a proper
direction, the assets shall be invested in the securities of the Mutual Fund set
forth for such purpose in the Service Agreement, until the Trustee receives a
proper direction. Additionally, in the event any assets in the Participant's
Separate Account are not subject to the Participant's investment direction, such
assets shall be invested as directed by the Sponsor in accordance with the
Service Agreement.
2.5 ADJUSTMENT OF CLAIMS
Subject to the consent of the Sponsor, the Trustee is empowered to compromise
and adjust any and all claims, debts, or obligations in favor of or against the
Trust, whether such claims
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be in litigation or not, upon such terms and conditions as it shall determine,
and to reduce the rate of interest on, to extend or otherwise modify, to
foreclose upon default, or otherwise to enforce any such claim, debt, or
obligation.
2.6 VOTING RIGHTS
At the time of mailing of notice of each annual or special stockholders' meeting
of any Mutual Fund, the Trustee shall send a copy of the notice and all proxy
solicitation materials to each Participant who has shares of the Mutual Fund
credited to the Participant's Separate Account, together with a voting direction
form for return to the Trustee or designee. The Participant shall have the right
to direct the Trustee as to the manner in which the Trustee is to vote the
shares credited to the Participant's Separate Account (both vested and
unvested), except as otherwise provided in this Section 2.6. The Trustee shall
vote the shares as directed by the Participant. The Sponsor shall have the right
to direct the Trustee as to the manner in which the Trustee is to vote the
shares of the Mutual Funds in the Trust during the Participant recordkeeping
reconciliation period and any shares credited to the Participant's Separate
Account which are not subject to Participant direction. With respect to all
rights other than the right to vote, the Trustee shall follow the directions of
the Named Fiduciary. The Trustee shall have no duty to solicit directions from
Participants or the Sponsor.
2.7 PARTICIPANT LOANS
If provided under the terms of the Plan, the Sponsor may direct the Trustee in
writing to establish a separate loan Investment Fund with respect to a
Participant and to transfer assets from any of the other Trust Funds to the
separate loan Investment Fund for the purpose of making loans to the Participant
as provided in the Plan. The Trustee shall be required to follow the directions
so given to it; provided, however, that the Trustee shall not be required to
follow any directions which would result in a breach of the Trustee's fiduciary
duties.
2.8 REGISTRATION OF SECURITIES; NOMINEES
The Trustee is empowered to register securities in its own name, or in the name
of its nominee, without disclosing the trust, or to hold the same in bearer
form, and to take title to other property in its own name or in the name of its
nominee without disclosing the trust; provided, however, that the Trustee shall
be responsible for the acts of its nominees.
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2.9 AGENTS, ATTORNEYS, ACTUARIES, AND ACCOUNTANTS
The Trustee is empowered to employ such agents, attorneys (including attorneys
who may be of counsel for the Sponsor), actuaries, and accountants as it may
deem necessary or proper in connection with its duties hereunder, and to
determine and pay the reasonable compensation and expenses of such agents,
attorneys, actuaries, and accountants.
2.10 DEPOSIT OF FUNDS
The Trustee is empowered to deposit funds, pending investment or distribution
thereof, in the commercial or, savings department of any bank, savings and loan
association or trust company supervised by the United States or a state or
agency thereof; and it is authorized to accept such regulations covering the
withdrawal of funds so deposited as it shall deem proper. The Trustee may
deposit all or any part of the Trust, including both principal and interest, in
the banking department of the Trustee (and any of its affiliates) and of any
other fiduciary or party-in-interest with respect to the Trust; provided,
however, that the deposits bear a reasonable rate of interest and are authorized
pursuant to the provisions of Section 408 of ERISA.
2.11 PAYMENT OF TAXES; INDEMNITY
The Trustee is empowered to pay out of the Trust, as a general charge thereon,
any and all taxes of whatsoever nature assessed on or in respect to the Trust;
provided, however, that, if the Sponsor shall notify the Trustee in writing that
in the opinion of its counsel any such tax is not lawfully assessed, the
Trustee, if so requested by the Sponsor, shall contest the validity of such tax
in any manner deemed appropriate by the Sponsor or its counsel. The word
"taxes", as used herein, shall be deemed to include any interest or penalties
assessed in respect to such taxes. Unless the Trustee first shall have been
indemnified to its satisfaction by the Sponsor, the Trustee shall not be
required to contest the validity of any tax, to institute, maintain, or defend
against any other action or proceeding, or to incur any other expense in
connection with the Trust, except to the extent that the Trust is sufficient
therefor.
2.12 RECORDS AND STATEMENTS
The Trustee shall keep accurate records of all receipts, disbursements, and
other transactions affecting the Trust which, together with the assets
comprising the Trust and all evidences thereof, shall be available for
inspection or for the purpose of making copies or reproductions thereof by the
Sponsor or any of its duly authorized representatives. The Trustee shall render
to the Sponsor at intervals agreed to by the Sponsor and the Trustee statements
of receipts and disbursements and of all transactions
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during the preceding interval affecting the Trust and a statement of all assets
held in the Trust and the investment performance or the Investment Funds.
2.13 AUTHORITY
The Trustee is authorized to execute and deliver any and all instruments and to
perform any and all acts which may be necessary or proper to enable it to
discharge its duties under this Trust Agreement and to carry out the powers and
authority conferred upon it. The Sponsor specifically acknowledges and
authorizes that affiliates of the Trustee may act as its agent in the
performance of ministerial, non-fiduciary duties under the Trust. The expenses
and compensation of such agent shall be paid by the Trustee.
2.14 COURT ACTION NOT REQUIRED
All the powers and authority herein conferred upon the Trustee shall be
exercised by it without the necessity of applying to any court for leave or
confirmation. No person, firm, or corporation dealing with the Trustee shall be
required to ascertain whether the Trustee shall have obtained the approval of
any court or of any person with respect to any action which it may propose to
take hereunder, but every such person, firm, or corporation shall be protected
in relying solely upon the deed, transfer, or assurance of the Trustee.
2.15 RELIANCE ON WRITTEN DIRECTIONS
Any written direction, request, approval, or other document signed in the name
of the Sponsor or the Administrator by a duly authorized individual shall be
conclusively deemed to constitute the written direction, request, approval, or
other document of the Sponsor or the Administrator and the Trustee shall not be
liable for any loss, or by reason of any breach, arising from the direction
unless it is clear on the direction's face that the actions to be taken under
the direction would be prohibited by the fiduciary duty rules of Section 404(a)
of ERISA or would be contrary to the terms of the Plan or this Trust Agreement.
The Trustee will be entitled to rely on the latest certificate it has received
from the Sponsor or Administrator as to any person or persons authorized to act
for the Sponsor or Administrator hereunder and to sign on behalf of the Sponsor
or Administrator any directions or instructions, until it receives from the
Sponsor or Administrator written notice that such authority has been revoked.
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2.16 TRUSTEE'S PERFORMANCE
In the exercise of any of the powers and authority herein conferred upon it, the
Trustee shall adhere at all times to the fiduciary standards established by
ERISA.
2.17 COUNSEL
The Trustee may consult with counsel selected by it, who may be of counsel for
the Sponsor, as to any matters or questions arising hereunder, and the opinion
of such counsel shall be full and complete authority and protection in respect
to any action taken, suffered, or omitted by the Trustee in good faith and in
accordance with the opinion of such counsel.
2.18 ANNUITY CONTRACTS
Notwithstanding any other provision of this Trust Agreement or the Plan to the
contrary, the Administrator shall retain all discretionary power relating to any
annuity contract acquired by or delivered to the Trustee. As directed by the
Administrator, the Trustee will acquire, hold and dispose of annuity contracts,
deliver the purchase price, and exercise any and all rights, privileges,
options, and elections under those policies. The Trustee will be fully
discharged with respect to any policy when it is delivered to the Administrator.
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ARTICLE III
PAYMENTS OUT OF THE TRUST
3.1 PAYMENTS
The Trustee shall make payments from the Trust to such persons in such amounts
and at such times as the Sponsor or the Administrator from time to time shall
direct in writing to be payable under the Plan.
3.2 COMPENSATION AND EXPENSES
The Trustee shall be entitled to such reasonable compensation for its services
as the Sponsor and the Trustee from time to time shall agree, and shall be
entitled to reimbursement for all reasonable expenses incurred by the Trustee in
the administration of the Trust. All compensation, if applicable, and expenses
of administering the Plan or Trust, including fees assessed against the Plan,
the Trust, the Sponsor, or the Administrator, shall be paid out of the Trust as
a general charge thereon, unless the Sponsor elects to make payment thereof.
3.3 RETURN OF CONTRIBUTIONS TO THE SPONSOR
Upon written notice of the Sponsor, the Trustee shall pay over to the Sponsor
the amount of any contribution (i) made under a mistake of fact, or (ii)
disallowed as a deduction contribution under Section 404 of the Code, or (iii)
with respect to which the Plan does not qualify initially under Section 401(a)
of the Code or the Trust is not exempt under Section 501(a) of the Code. In no
event shall the Trustee make such payment later than one year after (i) the
payment of the contribution, or (it) the disallowance of the deduction to the
extent disallowed, or (iii) the date of denial of the initial qualification of
the Plan.
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ARTICLE IV
SUCCESSION TO THE TRUSTEESHIP
4.1 RESIGNATION OF THE TRUSTEE
Any Trustee acting hereunder may resign at any time by giving notice in writing
to the Sponsor at least 60 days before such resignation is to become effective,
unless the Sponsor shall accept as adequate a shorter notice.
4.2 REMOVAL OF THE TRUSTEE
The Sponsor may, with or without cause, remove any Trustee acting hereunder by
giving notice in writing to the Trustee at least 60 days before such removal is
to become effective, unless the Trustee shall accept as adequate a shorter
notice.
4.3 APPOINTMENT OF A SUCCESSOR TRUSTEE
If for any reason a vacancy should occur in the trusteeship, a successor Trustee
shall forthwith be appointed by the Sponsor. Any successor Trustee appointed
hereunder shall execute, acknowledge, and deliver to the Sponsor an instrument
in writing accepting such appointment hereunder. Such successor Trustee
thereupon shall become vested with the same title to the property comprising the
Trust, and shall have the same powers and duties with respect thereto, as are
hereby vested in the original Trustee. The predecessor Trustee shall execute all
such instruments and perform all such other acts as the successor Trustee or
Sponsor shall reasonably request to effectuate the provisions hereof. The
successor Trustee shall have no duty to inquire into the administration of the
Trust for any period prior to its succession.
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ARTICLE V
AMENDMENT
5.1 RIGHT OF AMENDMENT
The Sponsor reserves the right, at its sole discretion, from time to time to
amend the provisions of this Trust Agreement in any manner; provided, however,
that the powers, duties, and immunities of the Trustee under this Trust
Agreement shall not be substantively changed without its written approval. Any
such amendment shall be by written instrument executed by the Sponsor and
delivered to the Trustee, and may be made retroactively if in the opinion of the
Sponsor such amendment is necessary to enable the Plan and the Trust to meet the
requirements of the Code (including the regulations and rulings issued
thereunder) or the requirements of any governmental authority.
5.2 LIMITATION ON AMENDMENT
The Sponsor shall make no amendment to this Trust Agreement that results in the
forfeiture or reduction of the accrued benefit of any Participant or
Beneficiary. Notwithstanding the preceding sentence, nothing herein contained
shall restrict the right to amend the provisions of this Trust Agreement
relating to the administration of the Plan and the Trust. Moreover, no such
amendment shall be made under this Article which shall permit any part of the
Trust to revert to the Sponsor or any Related Company or to be used for or be
diverted to purposes other than for the exclusive benefit of Participants and
Beneficiaries.
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ARTICLE VI
MISCELLANEOUS
6.1 VALIDITY OF TRUST AGREEMENT
The validity of this Trust Agreement shall be determined and this Trust
Agreement shall be construed in accordance with the laws of the Commonwealth of
Massachusetts, except to the extent that they are superseded by Section 514 of
ERISA. The invalidity or illegality of any provision of this Trust Agreement
shall not affect the validity or legality of any other part hereof.
6.2 NO GUARANTEES
Neither the Sponsor nor the Trustee guarantees the Trust from loss or
depreciation.
6.3 DUTY TO FURNISH INFORMATION
The Administrator, the Employers, and the Trustee shall furnish to any of the
others any documents, reports, returns, statements, or other information that
such other reasonably deems necessary to perform its duties imposed under the
Plan or this Trust Agreement or otherwise imposed by law.
6.4 FEDERAL INCOME TAX WITHHOLDING
The Trustee shall not be responsible for withholding federal and state income
tax from distributions unless the Administrator provides the Trustee with the
following information concerning each distribution:
(a) The name, address, and social security number of the Participant (and the
Participant's spouse or other Beneficiary if applicable). By forwarding
such information, the Administrator shall be deemed hereby to have
certified the accuracy of such information.
(b) A statement of the reason for the payment or distribution and directions as
to the type of distribution (i.e. total qualified, periodic or non-periodic
distribution) requested.
If the Administrator does not provide the Trustee with the above information,
the responsibility for withholding federal and state income taxes and the
reporting thereof shall remain with the Administrator.
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6.5 PARTIES BOUND
This Trust Agreement shall be binding upon the parties hereto, all Participants,
and persons claiming under or through them pursuant to the Plan, and, as the
case may be, the heirs, executors, administrators, successors, and assigns of
each of them.
6.6 INDEMNIFICATION BY SPONSOR
The Sponsor shall indemnify and save harmless from and against any and all
liability to which the Trustee may be subjected by reason of any act or conduct
in its capacity as Trustee, including all expenses reasonably incurred in its
defense, except for losses or expenses resulting from the negligence or willful
misconduct of the Trustee or its affiliates.
6.7 BONDING REQUIREMENTS
Every fiduciary, except a bank or an insurance company, unless exempted by ERISA
and the regulations thereunder, shall be bonded in an amount not less than ten
percent of the funds such fiduciary handles; provided, however, that the minimum
bond shall be $1,000 and the maximum bond shall be $500,000. The amount of funds
handled shall be determined at the beginning of each Plan Year by the amount of
funds handled by such person, group, or class to be covered and their
predecessors, if any, during the preceding Plan year, or if there is no
preceding Plan Year, then by the amount of the funds to be handled during the
then current Plan Year. The bond shall provide protection to the Plan against
any loss by reason of acts of fraud or dishonesty by the fiduciary alone or in
connivance with others. The surety shall be a corporate surety company (as such
term is used in Section 412(a) (2) of ERISA), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything to the contrary
contained in the Plan or this Trust Agreement, the cost of such bonds shall be
an expense of and may, at the election of the Sponsor, be paid from the Trust or
by the Sponsor.
6.8 SEPARATE TRUST OR FUND FOR EXISTING PLAN ASSETS
With the consent of the Trustee, an Employer may maintain a trust or fund
(including a group annuity contract) under the Plan separate from the Trust Fund
to hold Plan assets acquired prior to the effective date of this Trust Agreement
which are not among the available Investment Funds provided under Section 2.3.
The duties and responsibilities of the trustee of the separate trust
(hereinafter referred to as the "trustee") shall be provided by a separate trust
agreement between the Employer and the trustee.
Notwithstanding the preceding paragraph, the Trustee or an affiliate of the
Trustee may agree in writing to provide
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ministerial recordkeeping service for guaranteed investment contracts held in
the separate trust or fund. Any such guaranteed investment contract shall be
valued as directed by the Employer or the trustee.
The trustee shall be the owner of any insurance contract purchased prior to the
effective date of this Trust Agreement. Any such insurance contract must provide
that the proceeds will be payable to the trustee; provided, however, that the
trustee shall be required to pay over all proceeds of the contract to the
Participant's Beneficiary in accordance with the distribution provisions of the
Plan. Under no circumstances will the Trust Fund retain any part of the
proceeds. In the event of any conflict between the terms of the Plan and the
terms of any insurance contract held hereunder, the Plan provisions shall
control.
Any life insurance contracts held in the Trust Fund or in the separate trust
shall be subject to the provisions of Article IX of the Plan.
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EXECUTED AT Farr Company, El Sugundo, this 15 day of December, 1995.
FARR COMPANY
By Kenneth W. Gerstner
(Signature)
Title: Senior Vice President & CFO
FIDELITY MANAGEMENT TRUST COMPANY
By Wayne A. Isaacs
(Signature)
Title: Senior Legal Counsel/
Authorized Signatory
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SCHEDULE A
INVESTMENT FUNDS
Participant accounts under the Trust shall be invested among the Mutual Funds or
collective investment funds listed below pursuant to Participant and/or Sponsor
directions.
Fund Name Fund Number
--------- -----------
(1) Retirement Money Market 630
(2) Intermediate Bond Fund 032
(3) Balanced Fund 304
(4) Growth & Income Portfolio 027
(5) Magellan 021
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