A.
The Board is hereby authorized to hold and supervise
the investment of the assets of the pension fund, subject to the provisions
of the laws of the commonwealth and of this plan and any amendment
thereto. The pension fund shall be used to pay benefits as provided
in the plan and, to the extent not paid directly by the employer,
to pay the expenses of administering the plan pursuant to authorization
by the employer.
B.
The employer intends the plan to be permanent and
for the exclusive benefit of its employees. It expects to make the
contributions to the pension fund required under the plan. The employer
shall not be liable in any manner for any insufficiency in the pension
fund; benefits are payable only from the pension fund, and only to
the extent that there are monies available therein.
C.
The pension fund will consist of all funds held by
the employer under the plan, including contributions made pursuant
to the provisions hereof and the investments, reinvestments and proceeds
thereof. The pension fund shall be held, managed, and administered
pursuant to the terms of the plan. Except as otherwise expressly provided
in the plan, the employer has exclusive authority and discretion to
manage and control the pension fund assets. The employer may, however,
appoint a trustee, custodian and/or investment manager, at its sole
discretion.
With respect to the pension fund, the employer
shall have the following powers, rights and duties, in addition to
those vested in it elsewhere in the plan or by law, unless such duties
are delegated:
A.
To retain in cash so much of the pension fund as it
deems advisable and to deposit any cash so retained in any bank or
similar financial institution (including any such institution which
may be appointed to serve as trustee hereunder), without liability
for interest thereon.
B.
To invest and reinvest the principal and income of
the fund and keep said fund invested, without distinction between
principal and income, in securities which are at the time legal investments
for fiduciaries under the Pennsylvania Fiduciaries Investment Act,
or as the same may be subsequently modified or amended.
C.
To sell property held in the fund at either public
or private sale for cash or on credit at such times as it may deem
appropriate; to exchange such property; to grant options for the purchase
or exchange thereof.
D.
To consent to and participate in any plan of reorganization,
consolidation, merger, extension or other similar plan affecting property
held in the fund; to consent to any contract, lease, mortgage, purchase,
sale or other action by any corporation pursuant to any such plan.
E.
To exercise all conversion and subscription rights
pertaining to property held in the fund.
F.
To exercise all voting rights with respect to property
held in the fund and in connection therewith to grant proxies, discretionary
or otherwise.
G.
To place money at any time in a deposit bank deemed
to be appropriate for the purposes of this plan no matter where situated,
including, in those cases where a bank has been appointed to serve
as trustee hereunder, the savings department of its own commercial
bank.
H.
In addition to the foregoing powers, the employer
shall also have all of the powers, rights, and privileges conferred
upon trustees by the Pennsylvania Fiduciaries Investment Act, or as
the same may be subsequently modified or amended, and the power to
do all acts, take all proceedings and execute all rights and privileges,
although not specifically mentioned herein, as the employer may deem
necessary to administer the pension fund.
I.
To maintain and invest the assets of this plan on
a collective and commingled basis with the assets of other pension
plans maintained by the employer, provided that the assets of each
respective plan shall be accounted for and administered separately.
J.
To invest the assets of the pension fund in any collective
commingled trust fund maintained by a bank or trust company, including
any bank or trust company which may act as a trustee hereunder. In
this connection, the commingling of the assets of this plan with assets
of other eligible, participating plans through such a medium is hereby
specifically authorized. Any assets of the plan which may be so added
to such collective trusts shall be subject to all of the provisions
of the applicable declaration trust, as amended from time to time,
which declaration, if required by its terms or by applicable law,
is hereby adopted as part of the plan, to the extent of the participation
in such collective or commingled trust fund by the plan.
