R2013-23 APPROVING AMENDMENT TO EMPLOYER PARTICIPATION AGREEMENT

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ARTICLE XI CHANGE IN INVESTMENT OPTIONS 11.1 Request for Different Funding Option by Administrator. Subject to the approval of participating groups as described below, the Administrator may request suitable funding options different than those currently selected. The Administrator shall provide thirty days' advance notice to the Advisory Committee that it proposes a change in the funding option utilized by the Trust. If Unions representing a majority of Participants and if Employers employing a majority of Participants object to the proposed change in funding option in writing to the Administrator within thirty days after the date of the Administrator's notification mailing, then the change in funding option shall not become effective. If there is no sufficient objection and the participating groups have thereby approved the change, the Administrator shall direct the assets to be invested in the new funding option. 11.2 Request for Different Funding Option by Advisory Committee Representative. If a participating Employer or participating Union requests in writing to the Administrator a change in the funding option utilized by the Trust, the Administrator, or its designee, shall conduct an evaluation of the appropriateness and suitability of the proposed funding options within the guidelines established in the funding policy. If determined suitable, the Administrator shall notify the applicable Unions and Employer representative of such request. If Unions representing a majority of Participants and if Employers employing a majority of Participants provide their written agreement to the Administrator within thirty days that the change in funding options be made,the Administrator and Trustee shall cause such change to be made within a reasonable time period after receiving the majority's approval. ARTICLE XII AMENDMENT AND TERMINATION 12.1 Amendment. This Agreement may be amended in such manner as may be necessary or advisable in order to qualify or retain the Trust as a VEBA in accordance with Code Section 501(c)(9) and by a written instrument signed by the Trustee and the Administrator. Any such amendment may, by its terms, be retroactive. Subject to a veto right described below, this Agreement may be amended in any other manner at any time by a written instrument signed by the Trustee and the Administrator provided the Administrator gives thirty days' notice to the Employers and Unions. If Unions representing a majority of Participants and if Employers employing a majority of Participants object to such amendment in writing to the Administrator within thirty days after the date of the Administrator's notification mailing,then the amendment shall not become effective. If there is no sufficient veto, the amendment shall take effect as set forth in the amendment. The Administrator shall certify to the Trustee that the amendment does not permit any part of the Fund to be used for or diverted to purposes other than the exclusive benefit of Participants or the payment of reasonable expenses of administering the Plan and Trust.The instrument of amendment shall specify its effective date and amendments may be made effective retroactively. 12.2 Termination. The Trust shall continue until all liabilities under the Plan to Participants have been satisfied or the Administrator certifies to the Trustee that Plan benefits will no longer be provided through this Trust (e.g. the Plan Administrator reasonably determines that it is no longer administratively cost effective for the Trust to continue). (a) Termination Before All Liabilities Are Satisfied. If the Administrator certifies to the Trustee that Plan benefits will no longer be provided through this Trust, the Trustee shall dispose of the Fund in accordance with the Administrators written instructions, subject to the Trustee's right to receive a written 11