HD » Topics » SECTION 7 RESPONSIBILITY OF TRUSTEE

This excerpt taken from the HD 10-K filed Mar 29, 2007.

SECTION 7
RESPONSIBILITY OF TRUSTEE

        (a)   STANDARD OF CARE. Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company or its designees which is contemplated by, and in conformity with, the terms of this Trust and is given in writing by such party. In the event of a dispute between the Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

        (b)   INDEMNIFICATION. The Company shall indemnify the Trustee from and against any and all claims, demands, losses, damages, expenses (including, by way of illustration and not limitation, reasonable attorneys' fees and other legal and litigation costs), judgments and liabilities (collectively "Losses") arising from, out of, or in connection with (1) its provision of services under this Trust Agreement or its status as Trustee hereunder, except to the extent such Losses have arisen directly from the Trustee's negligence in the performance of its specifically allocated duties under the terms of this Agreement or its willful misconduct, or (2) the Trust's failure to qualify as a grantor trust, or (3) the Separation Agreement's failure to qualify as a top-hat plan exempt from all or Parts 2, 3, and 4 of Title 1 of the Employee Retirement Income Security Act. The Trustee shall indemnify the Company and the Trust from and against any and all claims, demands, losses, damages, expenses (including, by way of illustration and not limitation, reasonable attorneys' fees and other legal and litigation costs), judgments and liabilities that have arisen directly from the Trustee's negligence in the performance of its specifically allocated duties under the terms of this Agreement or its willful misconduct.

        (c)   LEGAL COUNSEL. Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder.

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        (d)   AGENTS. Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

        (e)   TRUSTEE POWERS. Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein.

        (f)    NO BUSINESS OBJECTIVE. Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

        (g)   FORCE MAJEURE. The Trustee shall not be liable for any delay in performance, or non-performance, of any obligation hereunder to the extent that the same is due to forces beyond the Trustee's reasonable control, including but not limited to delays, errors or interruptions caused by the Company or third parties; any industrial, juridical, governmental, civil or military action; acts of terrorism, insurrection or revolution; nuclear fusion, fission or radiation; failure or fluctuation in electrical power, heat, light, air conditioning or telecommunications equipment; or acts of God.

"SECTION 7 RESPONSIBILITY OF TRUSTEE" elsewhere:

Target (TGT)
Pier 1 Imports (PIR)
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