ARTICLE XIV
TRANSFER AGREEMENT

Notwithstanding anything herein to the contrary, at the request of the Orange County Chapter of NECA and IBEW Local 441, the Board of Trustees shall enter into a Transfer Agreement with the Board of Trustees of the Orange County Defined Contribution Plan. The Transfer Agreement shall provide for transfer of the portion of assets of the Southern California IBEW-NECA Defined Contribution Plan consisting solely of the Individual Accounts of all IBEW Local 441 members and all outstanding loans of IBEW Local 441 members as of a date to be specified in the Transfer Agreement. The Transfer Agreement shall provide costs incurred by the Southern California IBEW-NECA Defined Contribution Plan in connection with the transfer shall be charged against and deducted from the IBEW Local 441 members' accounts transferred pursuant to the Transfer Agreement and in no event shall any Participant of this Plan whose Individual Account is not subject to such Transfer Agreement bear any charge or cost related to the transfer. The Transfer Agreement shall provide that the transfer of assets and liabilities shall comply with all applicable provisions of ERISA and the Internal Revenue Code. The Transfer Agreement shall provide that the Board of Trustees of the Orange County Defined Contribution Plan shall indemnify and defend the Board of Trustees of the Southern California IBEW-NECA Pension Trust Fund against any and all claims related to the transfer. The Transfer Agreement shall include such additional terms and conditions as are necessary to effectuate a smooth and lawful transfer of assets and liabilities.