R2009-37 ADOPTING POST EMPLOYEMENT HEALTH PLAN

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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) 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 30 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 30 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 forfh in the amendment. The Administrator shall certify to the Trustee that the amendment does not permit any parf 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 Administrator's written instructions, subject to the Trustee's right to receive a written or judicial settlement of its account. Such instruction shall be in writing and shall state that the disposition directed (i) does not, prior to the satisfaction of all liabilities under the Plan to Participants, result in any part of the Fund being used for or diverted to purposes other than the exclusive benefit of Participants and the payment of reasonable expenses of administering the Trust, and (ii) is in accordance with Code Section 501 (c)(9) and other appiicable laws. 24