Common use of Qualifying Employer Securities Clause in Contracts

Qualifying Employer Securities. As provided in the Plan, all amounts received by the Master Trustee which are directed by the Administrative Committee to be placed in an account which has as its investment purpose investment in Qualifying Employer Securities or any amount received by the Master Trustee as a result of holding such Qualifying Employer Securities shall be invested and reinvested in Qualifying Employer Securities. The investment purpose of the account so established shall be to invest one hundred (100%) in such Qualifying Employer Securities. However, the Master Trustee may, but shall not be required to, place amounts received by it for the purpose of investment in temporary investments, if in the opinion of the Master Trustee market conditions are such that investment in Qualifying Employer Securities would be disruptive or could not be accomplished. In the operation of this account, the Master Trustee shall have no investment discretion, except as hereinafter provided, and no duty or responsibility to determine the investment quality or prudence of such investment. The Corporation shall have the duty and responsibility to determine whether or not the investment in the Qualifying Employer Securities is prudent. The Master Trustee shall acquire or dispose of all Qualifying Employer Securities in the open market or through the method of purchase and sales which is used by the Master Trustee in the normal course of its security transactions. The Master Trustee shall be permitted to net all purchases and sales for an account limited in investment purposes to Qualifying Employer Securities, provided, however, both sales and purchases will be at market value and the books and records of the Master Trustee shall clearly reflect such fact. Should the Master Trustee for any reason be unable to acquire or dispose of the Qualifying Employer Securities in the manner provided by this Section, it shall notify the Named Fiduciary of such fact and shall thereafter make no purchases or sales of securities until instructions are received from the Named Fiduciary.

Qualifying Employer Securities. As provided The Trustee shall exercise all voting or tender offer rights with respect to any Qualifying Employer Securities in the Plan, all amounts received by the Master Trustee Trust Fund which are allocated to the Plan accounts of Participants in accordance with instructions from Participants. Each Participant shall be a named fiduciary within the meaning of Section 403(a)(1) of ERISA for the purpose of directing the voting and tendering of Qualifying Employer Securities allocated to his Plan account. Each Participant may direct the Trustee, confidentially, how to vote or whether or not to tender the Qualifying Employer Securities representing shares allocated to his Plan account. Upon timely receipt of direction, the Trustee shall vote or tender all such shares of Qualifying Employer Securities as directed by the Administrative Committee Participants. The Named Fiduciary shall use reasonable procedures to inform Participants as to what action will be placed taken in an account which has as its investment purpose investment in the absence of the receipt of such affirmative instructions from the Participants. For all shareholder meetings, the Named Fiduciary directs the Trustee to vote shares of Qualifying Employer Securities allocated to Participants’ Plan accounts for which no Participant direction is received in the same proportion as shares that were affirmatively voted by Participants. In the case of a tender offer or any amount received by other right or options with respect to Qualifying Employer Securities, a Participant who does not issue valid directions to the Master Trustee as a result to sell, offer to sell, exchange or otherwise dispose of holding such Qualifying Employer Securities shall be deemed to have directed the Trustee that such shares allocated to his Plan account remain invested and reinvested in Qualifying Employer Securities. The investment purpose of Employer shall provide the account so established shall be to invest one hundred (100%) Trustee with all information and assistance that the Trustee may reasonably request in such Qualifying Employer Securities. However, the Master Trustee may, but shall not be required to, place amounts received by it order for the purpose of investment in temporary investments, if in the opinion of the Master Trustee market conditions are such that investment in Qualifying Employer Securities would be disruptive or could not be accomplished. In the operation of this account, the Master Trustee shall have no investment discretion, except as hereinafter provided, and no duty or responsibility to determine the investment quality or prudence of such investment. The Corporation shall have the duty and responsibility to determine whether or not the investment in the Qualifying Employer Securities is prudent. The Master Trustee shall acquire or dispose of all Qualifying Employer Securities in the open market or through the method of purchase and sales which is used by the Master Trustee in the normal course of perform its security transactions. The Master Trustee shall be permitted to net all purchases and sales for an account limited in investment purposes to Qualifying Employer Securities, provided, however, both sales and purchases will be at market value and the books and records of the Master Trustee shall clearly reflect such fact. Should the Master Trustee for any reason be unable to acquire or dispose of the Qualifying Employer Securities in the manner provided by this Section, it shall notify the Named Fiduciary of such fact and shall thereafter make no purchases or sales of securities until instructions are received from the Named Fiduciaryduties hereunder.

Qualifying Employer Securities. As If provided in Article V of the Plan, the Trustee shall exercise all amounts received by voting or tender offer rights with respect to any Qualifying Employer Securities in the Master Trustee Trust Fund which are allocated to the Plan accounts of Participants in accordance with instructions from Participants. Each Participant shall be a named fiduciary within the meaning of section 403(a)(1) of ERISA for the purpose of directing the voting and tendering of Qualifying Employer Securities allocated to his Plan account. Each Participant may direct the Trustee, confidentially, how to vote or whether or not to tender the Qualifying Employer Securities representing shares allocated to his Plan account. Upon timely receipt of direction, the Trustee shall vote or tender all such shares of Qualifying Employer Securities as directed by the Administrative Committee Participants. The Employer shall direct the Trustee as to be placed in an account which has as its investment purpose investment in voting of shares of Qualifying Employer Securities for which no Participant direction is received. The Trustee shall use reasonable procedures to inform Participants as to what action will be taken in the absence of such affirmative instructions. In the case of a tender offer or any amount received by other right or option with respect to Qualifying Employer Securities, a Participant who does not issue valid directions to the Master Trustee as a result to sell, offer to sell, exchange or otherwise dispose of holding such Qualifying Employer Securities shall be deemed to have directed the Trustee that such shares allocated to his Participant Account remain invested and reinvested in Qualifying Employer Securities. The investment purpose Employer shall provide the Trustee with all information and assistance that the Trustee may reasonably request in order for the Trustee to perform its duties hereunder. Notwithstanding the foregoing, the Trustee shall follow any directions of the account so established shall be to invest one hundred (100%) in such Qualifying Employer Securities. However, the Master Trustee may, but shall not be required to, place amounts received by it for the purpose of investment in temporary investments, if or Participants in the opinion performance of these functions only to the Master Trustee market conditions are extent that following such that investment in Qualifying Employer Securities directions would be disruptive or could not be accomplished. In violate the operation provisions of this account, the Master Trustee shall have no investment discretion, except as hereinafter provided, and no duty or responsibility to determine the investment quality or prudence of such investment. The Corporation shall have the duty and responsibility to determine whether or not the investment in the Qualifying Employer Securities is prudent. The Master Trustee shall acquire or dispose of all Qualifying Employer Securities in the open market or through the method of purchase and sales which is used by the Master Trustee in the normal course of its security transactions. The Master Trustee shall be permitted to net all purchases and sales for an account limited in investment purposes to Qualifying Employer Securities, provided, however, both sales and purchases will be at market value and the books and records of the Master Trustee shall clearly reflect such fact. Should the Master Trustee for any reason be unable to acquire or dispose of the Qualifying Employer Securities in the manner provided by this Section, it shall notify the Named Fiduciary of such fact and shall thereafter make no purchases or sales of securities until instructions are received from the Named FiduciaryERISA.

Qualifying Employer Securities. As provided Each Participant shall direct and the Trustee shall exercise all voting or tender offer rights with respect to any Qualifying Employer Securities in the Plan, all amounts received by the Master Trustee Trust Fund which are allocated to the Plan accounts of Participants in accordance with instructions from Participants. Except to the extent otherwise provided by Section 404(c) of ERISA, each Participant shall be a named fiduciary within the meaning of Section 403(a)(1) of ERISA for the purpose of directing the voting and tendering of Qualifying Employer Securities allocated to his Plan account. Each Participant may direct the Trustee, confidentially, how to vote or whether or not to tender the Qualifying Employer Securities representing shares allocated to his Plan account. Upon timely receipt of direction, the Trustee shall vote or tender all such shares of Qualifying Employer Securities as directed by the Administrative Committee Participants. The Investment Fiduciary shall use reasonable procedures to inform Participants as to what action will be placed taken in an account which has as its investment purpose investment in the absence of the receipt of such affirmative instructions from the Participants. For all shareholder meetings, the Investment Fiduciary directs the Trustee to vote shares of Qualifying Employer Securities allocated to Participants’ Plan accounts for which no Participant direction is received in the same proportion as shares that were affirmatively voted by Participants. In the case of a tender offer or any amount received by other right or option with respect to Qualifying Employer Securities, a Participant who does not issue valid directions to the Master Trustee as a result to sell, offer to sell, exchange or otherwise dispose of holding such Qualifying Employer Securities shall be deemed to have directed the Trustee that such shares allocated to his Plan account remain invested and reinvested in Qualifying Employer Securities. The investment purpose of Plan Sponsor and/or the account so established Investment Fiduciary shall be to invest one hundred (100%) provide the Trustee with all information and assistance that the Trustee may reasonably request in such Qualifying Employer Securities. However, the Master Trustee may, but shall not be required to, place amounts received by it order for the purpose of investment in temporary investments, if in the opinion of the Master Trustee market conditions are such that investment in Qualifying Employer Securities would be disruptive or could not be accomplished. In the operation of this account, the Master Trustee shall have no investment discretion, except as hereinafter provided, and no duty or responsibility to determine the investment quality or prudence of such investment. The Corporation shall have the duty and responsibility to determine whether or not the investment in the Qualifying Employer Securities is prudent. The Master Trustee shall acquire or dispose of all Qualifying Employer Securities in the open market or through the method of purchase and sales which is used by the Master Trustee in the normal course of perform its security transactions. The Master Trustee shall be permitted to net all purchases and sales for an account limited in investment purposes to Qualifying Employer Securities, provided, however, both sales and purchases will be at market value and the books and records of the Master Trustee shall clearly reflect such fact. Should the Master Trustee for any reason be unable to acquire or dispose of the Qualifying Employer Securities in the manner provided by this Section, it shall notify the Named Fiduciary of such fact and shall thereafter make no purchases or sales of securities until instructions are received from the Named Fiduciaryduties hereunder.