Common use of INVESTMENT UPON CHANGE IN CONTROL Clause in Contracts

INVESTMENT UPON CHANGE IN CONTROL. In the event of a Change in Control, the authority of the Committee to direct investments of the Trust Fund shall cease and the Trustee shall have complete authority to direct investments of the Trust Fund. The person who was the Chief Executive Officer of the Company immediately prior to the Change in Control or, if not available or willing to assume such responsibility, the Company’s next highest ranking officer prior to the Change in Control (the “Ex-CEO”) shall notify the Trustee in writing when a Change in Control has occurred. The Trustee has no duty to inquire whether a Change in Control has occurred and may rely on the Ex-CEO’s notification of a Change in Control; provided, however, that if any officer, former officer, director, or former director of the Company or any Subsidiary, or any Participant notifies the Trustee that there has been or there may be a Change in Control, the Trustee shall have the duty to satisfy itself as to whether a Change in Control has in fact occurred. The Company and the Subsidiaries shall indemnify and hold harmless the Trustee for any damages or costs (including attorneys’ fees) that may be incurred because of reliance on the former chief executive officer’s notice or lack thereof.

INVESTMENT UPON CHANGE IN CONTROL. In the event of a Change in Control, the authority of the Committee to direct investments of the Trust Fund shall cease and the Trustee shall have complete authority to direct investments of the Trust Fund; provided that, except to the extent it is clearly prudent not to do so, the Trustee shall retain any investments in life insurance policies and do all that is necessary to maintain such policies. The person who was the Chief Executive Officer president of the Company immediately prior to the Change in Control or, if not available or willing to assume such responsibility, the Company’s next highest ranking officer prior to the Change in Control (the “Ex-CEO”) shall notify the Trustee in writing when a Change in Control has occurred. The Trustee has no duty to inquire whether a Change in Control has occurred and may rely on notification by the Ex-CEO’s notification president of the Company of a Change in Control; provided, however, that if any officer, former officer, director, director or former director of the Company or any SubsidiarySubsidiary (other than the president of the Company), or any Participant notifies the Trustee that there has been or there may be a Change in Control, the Trustee shall have the duty to satisfy itself as to whether a Change in Control has in fact occurred. The Company and the Subsidiaries shall indemnify and hold harmless the Trustee for any damages or costs (including attorneys’ ' fees) that may be incurred because of reliance on the former chief executive officer’s president's notice or lack thereof.

INVESTMENT UPON CHANGE IN CONTROL. In the event of a Change in ---------------------------------- Control, the authority of the Committee to direct investments of the Trust Fund shall cease and the Trustee shall have complete authority to direct investments of the Trust Fund; provided that, except to the extent it is clearly prudent not to do so, the Trustee shall retain the Policies and do all that is necessary to maintain such Policies. The person who was Either the President and Chief Executive Officer Officer, or the Corporate Secretary of the Company immediately prior to the Change in Control or, if not available or willing to assume such responsibility, the Company’s next highest ranking officer prior to the Change in Control (the “Ex-CEO”) shall notify the Trustee in writing immediately prior to the time when a Change in Control has occurredwill occur. The Trustee has no duty to inquire whether a Change in Control has occurred and may rely on notification by the Ex-CEO’s notification President and Chief Executive Officer or the Corporate Secretary of the Company of a Change in Control; provided, however, that if any officer, former officer, director, director or former director of the Company (other than the President and Chief Executive Officer or any Subsidiarythe Corporate Secretary of the Company), or any Participant notifies the Trustee that there has been or there may be a Change in Control, the Trustee shall have the duty to satisfy itself as to whether a Change in Control has in fact occurred. The Company and the Subsidiaries shall indemnify and hold harmless the Trustee for any damages or costs (including attorneys’ ' fees) that may be incurred because of reliance on the former chief executive officer’s notice of the President and Chief Executive Officer or the Corporate Secretary of the Company or lack thereof.

INVESTMENT UPON CHANGE IN CONTROL. In the event of a Change in Control, the authority of the Committee to direct investments of the Trust Fund shall cease and the Trustee shall have complete authority to direct investments of the Trust Fund; provided that, except to the extent it is clearly prudent not to do so, the Trustee shall retain any investments in life insurance policies and do all that is necessary to maintain such policies. The person who was the Chief Executive Officer president of the Company immediately prior to the Change in Control or, if not available or willing to assume such responsibility, the Company’s next highest ranking officer prior to the Change in Control (the “Ex-CEO”) shall notify the Trustee in writing when a Change in Control has occurred. The Trustee has no duty to inquire whether a Change in Control has occurred and may rely on notification by the Ex-CEO’s notification president of the Company of a Change in Control; provided, however, that if any officer, former officer, director, director or former director of the Company or any SubsidiarySubsidiary (other than the president of the Company), or any Participant notifies the Trustee that there has been or there may be a Change in Control, the Trustee shall have the duty to satisfy itself as to whether a Change in Control has in fact occurred. The Company and the Subsidiaries shall indemnify and hold harmless the Trustee for any damages or costs (including attorneys’ fees) that may be incurred because of reliance on the former chief executive officerpresident’s notice or lack thereof.

INVESTMENT UPON CHANGE IN CONTROL. In the event of a Change in Control, the authority of the Committee to direct investments of the Trust Fund shall cease and the Trustee shall have complete authority to direct investments of the Trust Fund. The person who was the Chief Executive Officer of the Company immediately prior to the Change in Control or, if not available or willing to assume such responsibility, the Company’s 's next highest ranking officer prior to the Change in Control (the “"Ex-CEO”") shall notify the Trustee in writing when a Change in Control has occurred. The Trustee has no duty to inquire whether a Change in Control has occurred and may rely on the Ex-CEO’s 's notification of a Change in Control; provided, however, that if any officer, former officer, director, or former director of the Company or any Subsidiary, or any Participant notifies the Trustee that there has been or there may be a Change in Control, the Trustee shall have the duty to satisfy itself as to whether a Change in Control has in fact occurred. The Company and the Subsidiaries shall indemnify and hold harmless the Trustee for any damages or costs (including attorneys’ ' fees) that may be incurred because of reliance on the former chief executive officer’s 's notice or lack thereof.

INVESTMENT UPON CHANGE IN CONTROL. In the event of a Change in ---------------------------------- Control, the authority of the Committee to direct investments of the Trust Fund shall cease and the Trustee shall have complete authority to direct investments of the Trust Fund. The person who was Either the President and Chief Executive Officer Officer, or the Corporate Secretary of the Company immediately prior to the Change in Control or, if not available or willing to assume such responsibility, the Company’s next highest ranking officer prior to the Change in Control (the “Ex-CEO”) shall notify the Trustee in writing when immediately prior to the occurrence of a Change in Control has occurredControl. The Trustee has no duty to inquire whether a Change in Control has occurred and may rely on notification by such officers of the Ex-CEO’s notification Company of a Change in Control; provided, however, that if any officer, former officer, director, director or former director of the Company (other than the President and Chief Executive Officer or any Subsidiarythe Corporate Secretary of the Company), or any Participant notifies the Trustee that there has been or there may be a Change in Control, the Trustee shall have the duty to satisfy itself as to whether a Change in Control has in fact occurred. The Company and the Subsidiaries shall indemnify and hold harmless the Trustee for any damages or costs (including attorneys’ ' fees) that may be incurred because of reliance on the former chief executive officer’s notice of the President and Chief Executive Officer or the Corporate Secretary of the Company or lack thereof.