Common use of Direction of Voting and Other Rights Clause in Contracts

Direction of Voting and Other Rights. The voting and other rights in securities or other assets held in the Trust shall be exercised by the Trustee as directed by the Named Investment Fiduciary or other person who at the time has the right as referred to in Section 5.01 hereof to direct the investment or reinvestment of the security or other asset involved provided that, notwithstanding any provision of the Plan to the contrary, (a) except as provided in clause (b) of this Section, such voting and other rights in any such security or other asset selected by the Employer or the Named Investment Fiduciary shall be exercised by the Named Investment Fiduciary and (b) such voting and other rights in any "employer security" with respect to the Plan within the meaning of Section 407(d)(1) of ERISA which is held in an account under the Plan over which a Plan participant or beneficiary has control as to specific assets to be held therein or which is held in an account which consists solely or primarily of "employer securities" shall be exercised by the participants or beneficiaries having interests in that account. Notwithstanding any provision hereof or of the Plan to the contrary, (i) in the event a Plan participant or beneficiary or an Investment Manager with the right to direct voting or other decision with respect to any security or other asset held in the Trust does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee or the Trustee's designee for that purpose or if the Trustee notifies the Named Investment Fiduciary either that it does not have precise information as to the securities or other assets involved allocated on the applicable record date to the accounts of all participants and beneficiaries as the time constraints make it unlikely that participant, beneficiary or Investment Manager direction, as the case may be, can be received on a timely basis, the decision shall be the responsibility of the Named Investment Fiduciary and shall be communicated to the Trustee on a timely basis, and (ii) in the event the Named Investment Fiduciary with any right under the Plan or hereunder to direct a voting or other decision with respect to any security or other asset held in the Trust, including any such right under clause (a) or clause (i) of this Section, does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee for that purpose, the Trustee may, at the cost of the Employer, retain an Investment Manager (selected upon agreement with the Employer) with full discretion to make the decision. Except as required by ERISA, the Trustee shall (a) follow all directions above referred to in this Section and (b) shall have no duty to exercise voting or other rights relating to any such security or other asset.

Direction of Voting and Other Rights. Notwithstanding anything in the Plan document to the contrary: (a) The voting and other rights in securities or other assets held in the Trust shall be exercised by the Trustee as directed by the Named Investment Fiduciary or other person who at the time has the right as referred to in Section 5.01 hereof to direct select the investment or reinvestment of the security or other asset involved to be held in the Trust, provided that, notwithstanding any provision of the Plan to the contrary, (a) except as provided in clause (b) of this Section, such voting and other rights in any such security or other asset selected by the Employer or the Named Investment Fiduciary shall be exercised by the Named Investment Fiduciary and (b) that such voting and other rights in any "employer security" with respect to the Plan within the meaning of Section 407(d)(1) of ERISA ("Employer Securities") which is held in an account under the Plan over which a Plan participant or beneficiary has control as to specific assets to be held therein or which is held in an account which consists solely or primarily of "employer securities" Employer Securities shall be exercised by the participants Plan participant or beneficiaries beneficiary having interests an interest in that account. Notwithstanding any provision hereof or of the Plan to the contrary, . (b) If (i) in the event a Plan participant or beneficiary beneficiary, with respect to Employer Securities, or an Investment Manager with the any right under Section 5.03(a) to direct a voting or other decision with respect to any security or other asset held in the Trust does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee or the Trustee's designee for that purpose or if (ii) the Trustee notifies the Named Investment Fiduciary either that it does not have precise information as to the securities or other assets involved allocated on the applicable record date to the accounts of all participants and beneficiaries as the or (iii) time constraints make it unlikely that participant, beneficiary or Investment Manager direction, as the case may be, can be received on a timely basis, then the decision shall be the responsibility of the Named Investment Fiduciary and the Named Investment Fiduciary shall be communicated communicate such direction to the Trustee on a timely basis, and . (iic) in the event If the Named Investment Fiduciary with any right under the Plan or hereunder this Trust Agreement to direct a voting or other decision with respect to any security or other asset held in the Trust, including any such right under clause (a) or clause (i) of this Section, does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee for that purpose, the Trustee may, at the cost of the Employer, obtain advice from a bank, insurance company, investment adviser or other investment professional (including any affiliate of the Trustee) or retain an Investment Manager (selected upon agreement with the Employer) or other independent fiduciary with full discretion to make the decision. . (d) Except as required by ERISA, the Trustee shall (a) follow all directions above above-referred to in this Section and (b) shall have no duty to exercise voting or other rights relating to any such security or other asset.

Direction of Voting and Other Rights. The voting and other rights in securities or other assets held in the Trust shall be exercised by the Trustee as directed by the Named Investment Fiduciary or other person who at the time has the right as referred to in Section 5.01 10.2 hereof to direct the investment or reinvestment of the security or other asset involved involved, provided that, that notwithstanding any provision of the Plan to the contrary, (a) except as provided in clause (b) of this Section, such voting and other rights in any such security or other asset selected by the Employer or the Named Investment Fiduciary shall be exercised by the Named Investment Fiduciary and (b) such voting and other rights in any "employer security" with respect to the Plan within the meaning of Section 407(d)(1) of ERISA which is held in an account under the Plan Account over which a Plan participant Participant or beneficiary Beneficiary has control as to specific assets to be held therein or which is held in an account Account which consists solely or primarily of "employer securities" shall be exercised by the participants Participants or beneficiaries Beneficiaries having interests in that account. Notwithstanding any provision hereof or of the Plan to the contrary, (i) in the event a Plan participant Participant or beneficiary Beneficiary or an Investment Manager with the right to direct a voting or other decision with respect to any security or other asset held in the Trust does not communicate any decision on the matter to the Trustee Custodian or the TrusteeCustodian's designee by the time prescribed by the Trustee Custodian or the TrusteeCustodian's designee for that purpose or if the Trustee Custodian notifies the Named Investment Fiduciary either that it does not have precise information as to the securities or other assets involved allocated on the applicable record date to the accounts of all participants Participants and beneficiaries as the Beneficiaries or that time constraints make it unlikely that participantParticipant, beneficiary Beneficiary or Investment Manager direction, as the case may be, can be received on a timely basis, the decision shall be the responsibility of the Named Investment Fiduciary and shall be communicated to the Trustee Custodian on a timely basis, and (ii) in the event the Named Investment Fiduciary with any right under the Plan or hereunder to direct a voting or other decision with respect to any security or other asset held in the Trust, including any such right under clause (a) or clause (i) of this Section, does not communicate any decision on the matter to the Trustee Custodian or the TrusteeCustodian's designee by the time prescribed by the Trustee Custodian for that purpose, the Trustee Custodian may, at the cost of the Plan unless paid by the Employer, retain an Investment Manager (selected upon agreement with the Employer) with full discretion to make the decision. Except as required by ERISA, the Trustee Custodian shall (a) follow all directions above above-referred to in this Section and (b) shall have no duty to exercise voting or other rights relating to any such security or other asset.

Direction of Voting and Other Rights. The voting and other rights in securities or other assets held in the Trust shall be exercised by the Trustee as directed by the Named Investment Fiduciary or other person who at the time has the right as referred to in Section 5.01 hereof to direct the investment or reinvestment of the security or other asset involved involved, provided that, notwithstanding any provision of the Plan to the contrary, that (a) except as provided in clause (b) of this Section, such voting and other rights in any such security or other asset selected by the Employer or the Named Investment Fiduciary shall be exercised by the Named Investment Fiduciary and (b) such voting and other rights in any "employer security" with respect to the Plan within the meaning of Section 407(d)(1) of ERISA or other single stock funds selected by the Named Administrative Fiduciary ("Employer Securities") which is held in an account under the Plan over which a Plan participant or beneficiary has control as to specific assets to be held therein or which is held in an account which consists solely or primarily of "employer securities" Employer Securities shall be exercised by the participants or beneficiaries having interests in that account. Notwithstanding any provision hereof or of To the Plan to the contraryextent consistent with ERISA, (i) in the event a Plan participant or beneficiary or an Investment Manager with the right to direct a voting or other decision with respect to any security or other asset held in the Trust does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee or the Trustee's designee for that purpose or if the Trustee notifies the Named Investment Fiduciary either that it does not have precise information as to the securities or other assets involved allocated on the applicable record date to the accounts of all participants and beneficiaries as the or that time constraints make it unlikely that participant, beneficiary or Investment Manager direction, as the case may be, can be received on a timely basis, the decision shall be the responsibility of the Named Investment Fiduciary and shall be communicated to the Trustee on a timely basis, and (ii) in the event the Named Investment Fiduciary with any right under the Plan or hereunder to direct a voting or other decision with respect to any security or other asset held in the Trust, including any such right under clause (a) or clause (i) of this Section, does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee for that purpose, the Trustee may, at the cost of the Employer, obtain advice from a bank, insurance company, investment adviser or other investment professional (including any affiliate of the Trustee) or retain an Investment Manager (selected upon agreement with the Employer) or other independent fiduciary with full discretion to make the decision. Except as required by ERISA, the Trustee shall (a) follow all directions above above-referred to in this Section and (b) shall have no duty to exercise voting or other rights relating to any such security or other asset.

Direction of Voting and Other Rights. The Unless an Investment Manager, as described in Section 5.02, has been appointed by the Employer or by the Named Investment Fiduciary and the voting and other rights in securities or other assets held in the Trust that have been designated for control by the Investment Manager have been specifically delegated to and assumed by the Investment Manager, the voting and other rights in securities or other assets held in the Trust shall be exercised by the Trustee as directed by the Named Investment Fiduciary or other person who at the time has the right as referred to in Section 5.01 hereof to direct the investment or reinvestment of the security or other asset involved involved, provided that, that notwithstanding any provision of the Plan to the contrary, (a) except as provided in clause (b) of this Section, such voting and other rights in any such security or other asset selected by the Employer or the Named Investment Fiduciary shall be exercised by the Named Investment Fiduciary and (b) such voting and other rights in any "employer security" with respect to the Plan within the meaning of Section 407(d)(1) of ERISA ("Employer Securities") which is held in an account under the Plan over which a Plan participant or beneficiary has control as to specific assets to be held therein or which is held in an account which consists solely or primarily of "employer securities" Employer Securities shall be exercised by the participants or beneficiaries having interests in that account. Notwithstanding any provision hereof or of the Plan to the contrary, (i) in the event a Plan participant or beneficiary or an Investment Manager with the right to direct a voting or other decision with respect to any security or other asset held in the Trust does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee or the Trustee's designee for that purpose or if the Trustee notifies the Named Investment Fiduciary either that it does not have precise information as to the securities or other assets involved allocated on the applicable record date to the accounts of all participants and beneficiaries as the or that time constraints make it unlikely that participant, beneficiary or Investment Manager direction, as the case may be, can be received on a timely basis, the decision shall be the responsibility of the Named Investment Fiduciary and shall be communicated to the Trustee on a timely basis, and (ii) in the event the Named Investment Fiduciary with any right under the Plan or hereunder to direct a voting or other decision with respect to any security or other asset held in the Trust, including any such right under clause (a) or clause (i) of this Section, does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee for that purpose, the Trustee maymay obtain advice from a bank, at the cost insurance company, investment adviser or other investment professional (including any affiliate of the Employer, Trustee) or retain an Investment Manager (selected upon agreement with the Employer) with full discretion to make the decision. The Employer will reimburse the Trustee for the reasonable fees and expenses incurred in obtaining this advice if the voting or other decision relates to a contested proxy matter, a tender or merger offer, or other decision which requires substantial analysis to determine whether the economic consequence of the decision will be material to the Plan. Except as required by ERISA, the Trustee shall (a) follow all directions above above-referred to in this Section and (b) shall have no duty to exercise voting or other rights relating to any such security or other asset.

Direction of Voting and Other Rights. The (a) With respect to the voting and other rights in involving securities or other assets held in the Trust shall be exercised by than Pennzoil-Quaker State Stock, the Trustee shall act as directed by the Named Investment Fiduciary or other person who at the time has the right as referred to in Section 5.01 hereof to direct the investment or reinvestment of the security or other asset involved provided Fiduciary, except that, notwithstanding any provision of the Plan to the contrary, (a) except when an Investment Manager shall be managing Trust assets as provided in clause Section 5.01, the Investment Manager shall exercise all voting rights thereto. If the Trustee does not receive timely instruction from the Named Investment Fiduciary, the Trustee shall not vote any shares as to which no direction has been furnished; provided, however, that in the case of non-routine items (as defined in Section 5.03(c) and hereinafter referred to as "Non-Routine Items"), if the Trustee does not receive timely instruction from the Named Investment Fiduciary, the Trustee may take the actions described in subsection (b)(2)(ii) below. (b) of this Section, such voting and other rights in any such security or other asset selected by the Employer or the Named Investment Fiduciary shall be exercised by the Named Investment Fiduciary and (b) such voting and other rights in any "employer security" with With respect to the Plan Pennzoil Company Stock Fund, each participant (or beneficiary of a deceased participant) is, for purposes of this Section 5.03, hereby designated as a "named fiduciary" (within the meaning of Section 407(d)(1403(a)(1) of ERISA which is held in an account under ERISA) with respect to the Plan over which a Plan shares of Pennzoil-Quaker State Stock allocated to his account, and each participant (or beneficiary has control as to specific assets to be held therein or which is held in an account which consists solely or primarily of "employer securities" a deceased participant) shall be exercised by the participants or beneficiaries having interests in that account. Notwithstanding any provision hereof or of the Plan to the contrary, (i) in the event a Plan participant or beneficiary or an Investment Manager with have the right to direct voting the Trustee with respect to the vote of the shares of Pennzoil-Quaker State Stock allocated to his account on each matter brought before any meeting of the stockholders of the Employee or other decision with respect to any security tender offer or other asset held exchange offer (as described below). Before each such meeting of stockholders, or in the Trust does not communicate any decision on the matter to the Trustee event of a tender offer or the Trustee's designee by the time prescribed by the Trustee or the Trustee's designee for that purpose or if the Trustee notifies the Named Investment Fiduciary either that it does not have precise information as to the securities or other assets involved allocated on the applicable record date to the accounts of all participants and beneficiaries as the time constraints make it unlikely that participant, beneficiary or Investment Manager directionexchange offer, as the case may be, can the Employer shall cause to be received on furnished to each participant (or beneficiary), as applicable, a timely basis, the decision shall be the responsibility copy of the Named Investment Fiduciary and shall be communicated proxy solicitation material, together with a form requesting confidential directions to the Trustee on how such hares of Pennzoil-Quaker State Stock allocated to such participant's (or beneficiary's) account shall be voted on each such matter, or a copy of such information as will be distributed to stockholders of the Employer in connection with such tender offer or exchange offer. Upon timely basisreceipt of instructions from the participants (or beneficiaries), the Trustee shall respond as instructed with respect to shares of Pennzoil-Quaker State Stock allocated to such participant's (or beneficiary's) account. The instructions received by the Trustee from participants (or beneficiaries) shall be held by the Trustee in confidence and shall not be divulged or released to any person, including the Named Investment Fiduciary, the Named Administrative Fiduciary, officers or employees of the Employer or Affiliate (as defined in the Plan). If the Trustee shall not receive timely instruction from a participant, the Trustee shall act as follows: (1) With respect to voting as to any matters other than Non-Routine items, the Trustee shall vote shares of Pennzoil-Quaker State Stock as directed by the Named Investment Fiduciary. (2) With respect to voting as to Non-Routine Items and any tender or exchange offer, including but not limited to a tender offer or exchange offer within the meaning of the Securities Exchange Act of 1934, the Trustee may either (i) refuse to vote, tender, or exchange any shares of Pennzoil-Quaker State Stock with respect to which a participant has the right of direction or (ii) in the event the Named Investment Fiduciary with any right under the Plan or hereunder to direct a voting or other decision with respect to any security or other asset held in the Trust, including any such right under clause (a) or clause (i) of this Section, does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee for that purpose, the Trustee may, at the cost of the Employer, obtain advice from a bank, insurance company, investment adviser or other investment professional or retain an Investment Manager (selected upon agreement with the Employer) with full discretion to make the decision. (c) A voting item is considered a Non-Routine Item when the matter to be voted upon is a merger, consolidation or any other matter which may affect substantially the rights or privileges of Pennzoil-Quaker State Stock. Except as required Without limiting the foregoing, a voting item is considered a Non-Routine Item when the matter to be voted upon: (1) is not submitted to stockholders by ERISAmeans of a proxy statement comparable to that specified in Schedule 14A promulgated by the Securities and Exchange Commission; (2) is the subject of a counter-solicitation (i.e., a proxy contest): (3) relates to a merger or consolidation (except a merger with a wholly-owned subsidiary, provided stockholders dissenting do not have rights of appraisal); (4) involves rights of appraisal; (5) authorizes mortgaging of property; (6) authorizes or creates indebtedness or increases the authorized amount of indebtedness; (7) authorizes or creates a preferred stock or increases the authorized amount of an existing preferred stock; (8) alters the terms or conditions of existing stock or indebtedness; (9) involves waiver or modification of preemptive rights (except when the proposal is to waive such rights with respect to shares being offered pursuant to stock options or purchase plans involving the additional issuance of not more than five percent (5%) of the company's outstanding common shares); (10) changes existing quorum requirements with respect to stockholder meetings; (11) alters voting provisions or the proportionate voting power of stock, or the number of its votes per share (except where cumulative voting provisions govern the number of votes per share for election of directors and the proposal involves a change in the number of its directors by not more than ten percent (10%) or not more than one); (12) authorizes issuances of stock, or options to purchase stock, to directors, officers, or employees in an amount which exceeds five percent (5%) of the total amount of the class outstanding; (13) authorizes (i) a new profit-sharing or special remuneration plan, or a new retirement plan, the Trustee shall annual cost of which will amount to more than ten percent (10%) of average annual income before taxes for the preceding five years, or (ii) the amendment of an existing plan which would bring its cost above ten percent (10%) of such average annual income before taxes, except where the authorization is for (a) follow all directions above referred retirement plans based on agreement or negotiations with labor unions (or which have been or are to in this Section and be approved by such unions), or (b) shall have no duty any related retirement plan for benefit of non-union employees having terms substantially equivalent to exercise voting the terms of such union-negotiated plan, which is submitted for action of stockholders concurrently with such union- negotiated plan; (14) changes the purposes or powers of a company to an extent which would permit it to change to a materially different line of business and it is the company's stated intention to make such a change; (15) authorizes the acquisition of property, assets or a company, where the consideration to be given has a fair value approximately 20 percent or ore of the market value of the previously outstanding shares; (16) authorizes the sale or other rights relating disposition of assets or earning power approximating 20 percent or more of those existing prior to any such the transaction; (17) authorizes a transaction not in the ordinary course of business in which an officer, director or substantial security holder has a direct or other asset.indirect interest; or

Direction of Voting and Other Rights. The voting and other rights in securities or other assets held in the Trust shall be exercised by the Trustee as directed by the Named Investment Fiduciary or other person who at the time has the right as referred to in Section 5.01 hereof to direct the investment or reinvestment of the security or other asset involved involved, provided that, that notwithstanding any provision of the Plan to the contrary, (a) except as provided in clause (b) of this Section, such voting and other rights in any such security or other asset selected by the Employer or the Named Investment Fiduciary shall be exercised by the Named Investment Fiduciary and (b) such voting and other rights in any "employer security" with respect to the Plan within the meaning of Section 407(d)(1) of ERISA ("Employer Securities") which is held in an account under the Plan over which a Plan participant or beneficiary has control as to specific assets to be held therein or which is held in an account which consists solely or primarily of "employer securities" Employer Securities shall be exercised by the participants or beneficiaries having interests in that account. Notwithstanding any provision hereof or of the Plan to the contrary, (i) in the event a Plan participant or beneficiary or an Investment Manager with the right to direct a voting or other decision with respect to any security or other asset held in the Trust does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee or the Trustee's designee for that purpose or if the Trustee notifies the Named Investment Fiduciary either that it does not have precise information as to the securities or other assets involved allocated on the applicable record date to the accounts of all participants and beneficiaries as the or that time constraints make it unlikely that participant, beneficiary or Investment Manager direction, as the case may be, can be received on a timely basis, the decision shall be the responsibility of the Named Investment Fiduciary and shall be communicated to the Trustee on a timely basis, and (ii) in the event the Named Investment Fiduciary with any right under the Plan or hereunder to direct a voting or other decision with respect to any security or other asset held in the Trust, including any such right under clause (a) or clause (i) of this Section, does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee for that purpose, the Trustee may, at the cost of the Employer, obtain advice from a bank, insurance company, investment adviser or other investment professional (including any affiliate of the Trustee) or retain an Investment Manager (selected upon agreement with the Employer) or other independent fiduciary with full discretion to make the decision. Except as required by ERISA, the Trustee shall (a) follow all directions above above-referred to in this Section and (b) shall have no duty to exercise voting or other rights relating to any such security or other asset.

Direction of Voting and Other Rights. Notwithstanding anything in the Plan document to the contrary: (a) The voting voting, tender and other rights in securities or other assets held in the Trust shall be exercised by the Trustee as directed by the Named Investment Fiduciary or other person who at or, if one has been appointed, the time has the right as referred to in Section 5.01 hereof to direct the investment or reinvestment of Investment Manager having control over the security or other asset involved assets involved; provided thatthat (i) such voting, notwithstanding any provision of the Plan to the contrary, (a) except as provided in clause (b) of this Section, such voting tender and other rights in any such security or other asset selected by the Employer or the Named Investment Fiduciary shall be exercised by the Named Investment Fiduciary and (b) such voting and other rights in any "“employer security" ” with respect to the Plan within the meaning of Section 407(d)(1under applicable law (“Employer Securities”) of ERISA which is held in an account under the Plan over which a Plan participant or beneficiary has control as to specific assets to be held therein or which is held in an account which consists solely or primarily of "employer securities" Employer Securities or (ii) assets held in a self-direct brokerage account in the Trust shall be exercised by the participants or beneficiaries having interests in that account. Notwithstanding any provision hereof or of the Plan to the contrary, (i) in the event a Plan participant or beneficiary or having an interest in that account. (b) If (i) a person other than the Named Investment Manager with the right to direct Fiduciary responsible for a voting or other decision with respect to any security or other regarding an asset held in the Trust does not communicate any decision on the matter to the Trustee or the Trustee's ’s designee by the time prescribed by the Trustee or the Trustee's ’s designee for that purpose or if (ii) the Trustee notifies the Named Investment Fiduciary either that it does not have precise information as to the securities or other assets involved allocated on the applicable record date to the accounts of all participants and beneficiaries as the or (iii) time constraints make it unlikely that participant, beneficiary or Investment Manager direction, as the case may be, can be received on a timely basis, then the decision shall be the responsibility of the Named Investment Fiduciary and the Named Investment Fiduciary shall be communicated communicate such direction to the Trustee on a timely basis, and . (iic) in the event If the Named Investment Fiduciary with any right under the Plan or hereunder this Trust Agreement to direct a voting voting, tender or other decision with respect to any security or other asset held in the Trust, including any such right under clause (a) or clause (i) of this Section, does not communicate any decision on the matter to the Trustee or the Trustee's ’s designee by the time prescribed by the Trustee for that purpose, the Trustee may, at the cost of the Employer, obtain advice from a bank, insurance company, investment adviser or other investment professional (including any affiliate of the Trustee) or retain an Investment Manager (selected upon agreement with the Employer) or other independent fiduciary with full discretion to make the decision. Except as required by ERISA, the . (d) The Trustee shall (a) follow all directions above above-referred to in this Section and (b) shall have no duty to exercise voting or other rights relating to any such security or other asset.

Direction of Voting and Other Rights. The voting and other rights in securities or other assets held in the Trust shall be exercised by the Trustee as directed by the Named Investment Fiduciary or other person who at the time has the right as referred to in Section 5.01 hereof to direct the investment or reinvestment of the security or other asset involved involved, provided that, that notwithstanding any provision of the Plan to the contrary, (a) except as provided in clause (b) of this Section, such voting and other rights in any such security or other asset selected by the Employer or the Named Investment Fiduciary shall be exercised by the Named Investment Fiduciary and (b) such voting and other rights in any "employer security" with respect to the Plan within the meaning of Section 407(d)(1) of ERISA which is held in an account under the Plan over which a Plan participant or beneficiary has control as to specific assets to be held therein or which is held in an account which consists solely or primarily of "employer securities" shall be exercised by the participants or beneficiaries having interests in that account. Notwithstanding any provision hereof or of the Plan to the contrary, (i) in the event a Plan participant or beneficiary or an Investment Manager with the right to direct a voting or other decision with respect to any security or other asset held in the Trust does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee or the Trustee's designee for that purpose or if the Trustee notifies the Named Investment Fiduciary either that it does not have precise information as to the securities or other assets involved allocated on the applicable record date to the accounts of all participants and beneficiaries as the or that time constraints make it unlikely that participant, beneficiary or Investment Manager direction, as the case may be, can be received on a timely basis, the decision shall be the responsibility of the Named Investment Fiduciary and shall be communicated to the Trustee on a timely basis, and (ii) in the event the Named Investment Fiduciary with any right under the Plan or hereunder to direct a voting or other decision with respect to any security or other asset held in the Trust, including any such right under clause (a) or clause (i) of this Section, does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee for that purpose, the Trustee may, at the cost of the Employer, retain an Investment Manager (selected upon agreement with the Employer) with full discretion to make the decision. Except as required by ERISA, the Trustee shall (a) follow all directions above above-referred to in this Section and (b) shall have no duty to exercise voting or other rights relating to any such security or other asset.

Direction of Voting and Other Rights. The voting and other rights in securities or other assets held in the Trust shall be exercised by the Trustee as directed by the Named Investment Fiduciary or other person who at the time has the right as referred to in Section 5.01 hereof to direct the investment or reinvestment of the security or other asset involved involved, provided that, that notwithstanding any provision of the Plan to the contrary, (a) except as provided in clause cause (b) of this Section, such voting and other rights in any such security or other asset selected by the Employer or the Named Investment Fiduciary shall be exercised by the Named Investment Fiduciary and (b) such voting and other rights in any "employer security" with respect to the Plan within the meaning of Section 407(d)(1) of ERISA which is held in an account under the Plan over which a Plan participant or beneficiary has control as to specific assets to be held therein or which is held in an account which consists solely or primarily of "employer securities" shall be exercised by the participants or beneficiaries having interests in that account. Notwithstanding any provision hereof or of the Plan to the contrary, (i) in the event a Plan participant or beneficiary or an Investment Manager with the right to direct a voting or other decision with respect to any security or other asset held in the Trust does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee or the Trustee's designee for that purpose or if the Trustee notifies the Named Investment Fiduciary either that it does not have precise information as to the securities or other assets involved allocated on the applicable record date to the accounts of all participants and beneficiaries as the or that time constraints make it unlikely that participant, beneficiary or Investment Manager direction, as the case may be, can be received on a timely basis, the decision shall be the responsibility of the Named Investment Fiduciary and shall be communicated to the Trustee on a timely basis, and (ii) in the event the Named Investment Fiduciary with any right under the Plan or hereunder to direct a voting or other decision with respect to any security or other asset held in the Trust, including any such right under clause (a) or clause (i) of this Section, does not communicate any decision on the matter to the Trustee or the Trustee's designee by the time prescribed by the Trustee for that purpose, the Trustee may, at the cost of the Employer, retain an Investment Manager (selected upon agreement with the Employer) with full discretion to make the decision. Except as required by ERISA, the Trustee shall (a) follow all directions above above-referred to in this Section and (b) shall have no duty to exercise voting or other rights relating to any such security or other asset.