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B . Purposes of Deferred Compensation Plan Trust. The Master Trustees shall maintain the Deferred Compensation Plan Trust for the exclusive benefit of the Participating Employees and their Beneficiaries . The Master Trustees intend to maintain sound prudent practices designed to provide easy and convenient access to information and transactions for Participating Employees, including transfers from one investment option to another at the Participating Employee ' s direction . The Master Trustees intend to maintain these practices at a reasonable cost to the Participating Employers and Participating Employees , The Master Trustees intend to preserve Participating Employees ' rights to choose freely among a broad range of investment options and to sel &direct their investments . Further, the Master Trustees intend to perform ongoing evaluations and reviews to ensure that the investment options offered remain diversified , competitive and attractive to Participating Employers and Participating Employees . It is the Master Trustees ' intent that the Deferred Compensation Plan Trust be exempt under Sections 501 (a) and 115 of the IRC . Section 402 . DEFERRED COMPENSATION PLAN TRUST ADMINISTRATION . A . Deferred Compensation Plan Trust Administration . The Master Trustees shall receive and accept for the purposes hereof all property paid to them by or at the direction of the Participating Employers and Participating Employees and shall hold, invest, reinvest, manage, administer and distribute property and the increments, proceeds, earnings and income thereof for the exclusive benefit of the Participating Employees and Beneficiaries under the participating deferred compensation plans . All assets shall be held by the Master Trustees in the Deferred Compensation Plan Trust. The Master Trustees have authority to invest, in accordance with valid Participating Employer and Participating Employee instructions, and manage the assets of the Deferred Compensation Plan Trust . B . Exclusive Benefit Rule . No portion of the vested principal or the income of the Deferred Compensation Plan Trust shall revert to the Participating Employers, or ever be used for or diverted to any purpose other than for (i) the exclusive benefit of Participating Employees in the Deferred Compensation Plan Trust and persons claiming under or through them pursuant to the participating deferred compensation plans and ( ii) the payment of reasonable expenses of such plans and the Deferred Compensation Plan Trust. The Master Trustees shall administer the Deferred Compensation Plan Trust in compliance with IRC Section 503 (b) . C . Deferred Compensation Plans . All references in this Part 4 to deferred compensation plans shall mean the participating deferred compensation plans of the Participating Employers in the Deferred Compensation Plan Trust. The participating deferred compensation plans, as amended from time to time, shall be incorporated herein by reference , and the terms herein shall have the meanings attributed to them in such plans . D . Pro e . The word "property" used for the Deferred Compensation Plan Trust shall be deemed to refer to any property, real or personal, or part interest therein, wherever situated, including, but without being limited to, preferred and common stocks, shares of investment companies , bonds, notes, debentures and mortgages, equipment trust certificates, investment trust certificates, interest in partnerships whether limited or general , or in any insurance contract, policy, annuity or other investment media offered by an insurance company . 23 MADI_625405.4