Common use of Tender Offers Clause in Contracts

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the Employer, or any officer or employee thereof, or any other person, except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund for which the Trustee has received no direction from the Participant. (C) A Participant who has directed the Trustee to tender some or all of the shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund Participants account (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund ’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund ’s accounts for which the Trustee it has received no direction directions from the Participant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to Participants’ accounts in the same proportion as the total number of shares of Sponsor Stock credited to Participants’ accounts for which it received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund ’s accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants’ accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 5(e)(vii)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to Participants’ accounts necessary to reduce the amount of tendered Sponsor Stock not credited to Participants’ accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund ’s accounts shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interestaccount. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule “C”.

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer StockEach Participant, the Employer shall timely notify the Trustee in advance of the intended tender date former Participant and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Each Participant with an interest in the Stock Fund Beneficiary shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer the Company Stock that are credited to reflecting his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Company Stock Fund held in the Trust (both vested and unvested). Directions from a Participant, former Participant or Beneficiary to the Trustee concerning the tender of Employer the Company Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee or its agent and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Employer, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder’s or its agent’s services. The Upon its receipt of the directions, the Trustee shall tender or not tender shares of Employer Company Stock as directed by the Participant, former Participant or Beneficiary. Except as otherwise required by lawTo the extent that Participants, former Participants and Beneficiaries fail to affirmatively direct the Trustee or fail to issue valid directions to the Trustee to tender shares of the Company Stock credited to their accounts, they will be deemed to have instructed the Trustee not to tender those shares. Accordingly, the Trustee shall not tender shares of Employer Company Stock that are credited to a Participant's Account’s, if former Participant’s or Beneficiary’s accounts for which it has received no directions or invalid directions from him. The Trustee shall tender that number of shares of the Plan uses share accountingCompany Stock not credited to Participants’, orformer Participants’ and Beneficiaries’ accounts which is determined by multiplying the total number of shares of the Company Stock not credited to Participants’, if accounting former Participants’ and Beneficiaries’ accounts by a fraction of which the numerator is by units the number of participationshares of the Company Stock credited to Participants’, that reflect a Participant's proportional interest in the Stock Fund former Participants’ and Beneficiaries’ accounts for which the Trustee has received no direction valid directions from Participants, former Participants and Beneficiaries to tender (which directions have not been withdrawn as of the date of this determination) and of which the denominator is the total number of shares of the Company Stock credited to Participants’, former Participants’ and Beneficiaries’ accounts. A Participant. (C) A Participant , former Participant, or Beneficiary who has directed the Trustee to tender some or all of the shares of Employer the Company Stock that reflect the Participant's proportional interest in the Stock Fund credited to his accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant, former Participant or Beneficiary shall not be limited as to the number of directions to tender or withdraw that the Participant he may give to the Trustee. (D) Client Service Agent. A direction by a Participant, former Participant to the Trustee or Beneficiary to tender shares of Employer the Company Stock that reflect the Participant's reflecting his proportional interest in the Company Stock Fund held in the Trust shall not be considered a written election under the Plan by the Participant him to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the The proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken shall be credited to the proceeds received by Accounts of the Trustee Participants, former Participants and Beneficiaries in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided proportion to their interests in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreementtendered shares.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer StockHEI common stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant Plan participant with an interest in such Employer Stock HEI common stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant participant the same information that is distributed to all shareholders of HEI common stock in connection with the tender materials offer, and, after consulting with the Trustee, shall provide and pay for a means by which the participant may direct the Trustee whether or not to tender instruction form described hereinthe HEI common stock reflecting such participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall provide the Trustee with a copy of any materials material provided to the Participants participants and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participantsparticipants. (B2) Each Participant participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect HEI common stock reflecting such Participantparticipant's proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant participant to the Trustee concerning the tender of Employer Stock HEI common stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. However, the Trustee will provide to the Sponsor, as reasonably requested by the Sponsor, periodic reports indicating the number of shares tendered and not tendered. The Trustee shall tender or not tender shares of Employer Stock HEI common stock as directed by the Participantparticipant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Stock that are credited to HEI common stock reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participantparticipant's proportional interest in the Stock Fund for which the Trustee it has received no direction from the Participantparticipant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of HEI common stock not credited to participants' accounts in the same proportion as the total number of shares of HEI common stock credited to participants' accounts for which it has received instructions from Participants. (4) A Participant participant who has directed the Trustee to tender some or all of the shares of Employer Stock that reflect HEI common stock reflecting the Participantparticipant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of HEI common stock not credited to participants' accounts have been tendered, the Trustee shall redetermine the number of shares of HEI common stock that would be tendered under Section 4(d)(vi)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of HEI common stock not credited to participants' accounts necessary to reduce the amount of tendered HEI common stock not credited to participants' accounts to the amount so redetermined. A Participant participant shall not be limited as to the number of directions to tender or withdraw that the Participant participant may give to the Trustee. (D5) A direction by a Participant participant to the Trustee to tender shares of Employer Stock that reflect HEI common stock reflecting the Participantparticipant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the The Trustee shall credit to the Participant's Account a proportional share of the proceeds received by the Trustee in exchange for the shares of Employer Stock HEI common stock tendered from to the Participant's Account. If accounting is by units account of participation, each participant who directed the Trustee shall credit to each tender some or all of the shares reflecting such participant's proportional interest of in the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interestFund. Pending receipt of direction (through the Administrator) directions from the Participant participant or the named fiduciaryPIC, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer HEI Common Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to all shareholders of Employer HEI Common Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form form, and the Trustee shall provide to each Participant with an investment in HEI Common Stock held in the Trust a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, form to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer HEI Common Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund ’s account (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest investment in the HEI Common Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer HEI Common Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund ’s account (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer HEI Common Stock shall be communicated in writing, writing or by such other means as is agreed upon to by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. However, the Trustee will provide to the Sponsor, as reasonably requested by the Sponsor, periodic reports indicating the number of shares tendered and not tendered. The Trustee shall tender or not tender shares of Employer HEI Common Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer HEI Common Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund ’s account for which the Trustee it has received no direction from the Participant. The tender instruction form shall inform Participants that a Participant who does not provide direction to the Trustee with respect to the tendering of HEI Common Stock shall be deemed by the Participant’s silence to have directed the Trustee not to tender HEI Common Stock credited to the Participant’s account. (C3) Except as otherwise required by law, if there are unallocated shares of HEI Common Stock, the Trustee shall tender that number of shares of HEI Common Stock not credited to Participants’ accounts in the same proportion as the total number of shares of HEI Common Stock credited to Participants’ accounts for which it has received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer HEI Common Stock that reflect credited to the Participant's proportional interest ’s account in the Stock Fund Trust may, at any time prior to before the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of HEI Common Stock not credited to Participants’ accounts have been tendered, the Trustee shall redetermine the number of shares of HEI Common Stock that would be tendered under Section 5(e)(vii)(B)(3) above if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of HEI Common Stock not credited to Participants’ accounts necessary to reduce the amount of tendered HEI Common Stock not credited to Participants’ accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A Participant direction by a Participant to the Trustee to tender shares of Employer HEI Common Stock that reflect the credited to a Participant's proportional interest ’s account in the Stock Fund Trust shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his the Participant’s withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant Participant’s account from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer HEI Common Stock tendered from that interestaccount. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment investment option specified for such purposes purpose in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.Schedule C.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest whose hypothetical investments in the Plan include the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest hypothetical investment in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest whose hypothetical investments in the Plan include the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited attributable to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest hypothetical investment in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting a Participant's proportional interest hypothetical investment in the Stock Fund for which the Trustee it has received no direction from the Participant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares not attributable to Participants' hypothetical investment in Sponsor Stock in the same proportion as the total number of shares attributable to Participant's hypothetical investment in Sponsor Stock for which it has received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect reflecting the Participant's proportional interest hypothetical investment in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant's proportional hypothetical investment, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 5(e)(vi)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares not attributable to hypothetical investments in Sponsor Stock as necessary to reduce the amount of tendered Sponsor Stock not attributable to hypothetical investments in Sponsor Stock to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participant's proportional interest hypothetical investment in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciarySponsor, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementFidelity Money Market Trust: Retirement Money Market Portfolio.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Harsco Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials received by the Sponsor to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Harsco Stock. Based on these materials, materials and after consultation with the Employer, Sponsor the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fundplan participant, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Harsco Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's participants proportional interest in the Harsco Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund participant shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Harsco Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participantparticipant's proportional interest in the Harsco Stock Fund (both vested and unvested). Directions from a Participant participant to the Trustee concerning the tender of Employer Harsco Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participantparticipant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Harsco Stock that are credited to reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participantparticipant's proportional interest in the Harsco Stock Fund for which the Trustee it has received no direction from the Participantparticipant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Harsco Stock not credited to participants' accounts in the same proportion as the total number of shares of Harsco Stock credited to participants' accounts for which it has received instructions from Participants. (4) A Participant participant who has directed the Trustee to tender some or all of the shares of Employer Harsco Stock that reflect reflecting the Participantparticipant's proportional interest in the Harsco Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Harsco Stock not credited to participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Harsco Stock that would be tendered under Section 5(f)(v)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Harsco Stock not credited to participants' accounts necessary to reduce the amount of tendered Harsco Stock not credited to participants' accounts to the amount so redetermined. A Participant participant shall not be limited as to the number of directions to tender or withdraw that the Participant participant may give to the Trustee. (D5) A direction by a Participant participant to the Trustee to tender shares of Employer Harsco Stock that reflect reflecting the Participantparticipant's proportional interest in the Harsco Stock Fund shall not be considered a written election under the Plan by the Participant participant to withdraw, or have distributed, any or all ail of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Harsco Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (Ai) Upon For purposes of this subsection (B), a “tender offer” will mean any tender or exchange offer for ACCO Brands Stock. In the event that the Sponsor receives notice of the commencement of a tender offer for any securities held as to which Participants are entitled to give directions as provided in the Trust that are Employer Stockthis subsection (B), the Employer Sponsor shall timely notify the Trustee in advance as soon as administratively feasible of the intended tender record date and shall cause a copy of all related materials obtained by the Sponsor to be sent to the Trustee. The Employer shall certify In the event of such a tender offer, the Trustee will distribute or cause to be distributed as promptly as possible to all Participants entitled to give directions to the Trustee with respect to such tender offer all communications and other materials, if any, that the aforementioned materials represent the same information Trustee may receive from any person or entity that are being distributed to shareholders the holders of Employer Stockthe securities to whom such tender offer is directed and either are directed generally to such holders or relate to such tender offer. Based on these materials, materials and after consultation with the Employer, Sponsor the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer ACCO Brands Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's Participants proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (Bii) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer ACCO Brands Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participant's ’s proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer ACCO Brands Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer ACCO Brands Stock as directed by the Participant. Participant Except as otherwise required by law, the Trustee shall not tender shares of Employer ACCO Brands Stock that are credited to reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's ’s proportional interest in the Stock Fund for which the Trustee it has received no direction from the Participant. (Ciii) Except as otherwise required by law, the Trustee shall not tender shares of ACCO Brands Stock not credited to Participants’ accounts, (iv) A Participant who has directed the Trustee to tender some or all of the shares of Employer ACCO Brands Stock that reflect reflecting the Participant's ’s proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant’s proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.. Fortune Brands, Inc. (LPS) 8 8th Amendment/Trust (Dv) A direction by a Participant to the Trustee to tender shares of Employer ACCO Brands Stock that reflect reflecting the Participant's ’s proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer ACCO Brands Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Schedule of Investment Options. (vi) If a court of competent jurisdiction issues an opinion, order or decree which, in the opinion of counsel to the Trustee or the Sponsor, finds that or will cause any provision of the Plan or the Trust Agreement orwith respect to the tendering of shares of ACCO Brands Stock held in the ACCO Brands Stock Fund to conflict with, if violate, or be otherwise invalid or impermissible to follow under ERISA, then, upon notice to the Trustee and the Sponsor in the form of an Opinion of Counsel obtained by either party, such provision or provisions will be given no further force or effect in such Permissible Investment has been specifiedcircumstances. The Trustee shall follow the terms of the Trust Agreement with respect to tendering of shares of ACCO Brands Stock and consider and/or follow the directions received to the extent permitted by the opinion, order or decree or under ERISA. If such tendering or shares is not permitted under the opinion, order or decree or under ERISA, the most conservative Permissible Investment designated by Sponsor and the Employer Trustee shall jointly determine a mutually agreeable approach with respect to the tendering of shares of ACCO Brands Stock held in the Service AgreementACCO Brands Stock Fund as permitted under the aforementioned opinion, order or decree, and consistent with ERISA. Absent the determination of a mutually agreeable approach, the Trustee shall otherwise vote the shares consistent with its responsibilities under ERISA.

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer the Sponsor Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant with an interest in such Employer Stock Member and former Member of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to each Member and former Member the Participant same information that is distributed to other stockholders of the Sponsor in connection with the tender materials offer, and, after consulting with the Trustee, shall provide and pay for a means by which the Member or former Member may direct the Trustee whether or not to tender instruction form described hereinthe Sponsor Stock credited to the Member's or former Member's Accounts. The Employer Sponsor shall provide the Trustee with a copy of any materials material provided to the Participants Members and former Members and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to ParticipantsMembers and former Members. (B) IX-1 Each Participant with an interest in the Stock Fund Member and former Member shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer the Sponsor Stock that are credited to reflecting his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Sponsor Stock Fund (both vested and unvested)held in the Trust. Directions from a Participant Member or former Member to the Trustee concerning the tender of Employer the Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer Sponsor under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the ParticipantMember or former Member. Except as otherwise required by lawTo the extent that Members or former Members fail to affirmatively direct the Trustee or fail to issue valid directions to the Trustee to tender shares of the Sponsor Stock credited to their Accounts, those Members or former Members will be deemed to have instructed the Trustee not to tender those shares. Accordingly, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a ParticipantMember's Account, if or former Member's Accounts for which it has received no directions or invalid directions from the Plan uses share accounting, or, if accounting Member or former Member. The Trustee shall tender that number of shares of the Sponsor Stock not credited to Members' or former Members' Accounts which is determined by units multiplying the total number of participation, that reflect shares of the Sponsor Stock not credited to Members' or former Members' Accounts by a Participant's proportional interest in fraction of which the numerator is the number of shares of the Sponsor Stock Fund credited to Members' or former Members' accounts for which the Trustee has received no direction valid directions from the Participant. (C) A Participant who has directed the Trustee Members or former Members to tender some or all (which directions have not been withdrawn as of the shares date of Employer Stock that reflect this determination) and of which the Participant's proportional interest in denominator is the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered shares, and the Trustee shall withdraw the directed total number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant credited to Members' or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreementformer Members' Accounts.

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer StockEach Participant, the Employer shall timely notify the Trustee in advance of the intended tender date former Participant and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Each Participant with an interest in the Stock Fund Beneficiary shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer the Company Stock that are credited to reflecting his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Company Stock Fund held in the Trust (both vested and unvested). Directions from a Participant, former Participant or Beneficiary to the Trustee concerning the tender of Employer the Company Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee or its agent and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the Employer, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunderor its agent's services. The Upon its receipt of the directions, the Trustee shall tender or not tender shares of Employer Company Stock as directed by the Participant, former Participant or Beneficiary. Except as otherwise required by lawTo the extent that Participants, former Participants and Beneficiaries fail to affirmatively direct the Trustee or fail to issue valid directions to the Trustee to tender shares of the Company Stock credited to their accounts, they will be deemed to have instructed the Trustee not to tender those shares. Accordingly, the Trustee shall not tender shares of Employer Company Stock that are credited to a Participant's Account's, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a former Participant's proportional interest in or Beneficiary's accounts for which it has received no directions or invalid directions from him. The Trustee shall tender that number of shares of the Company Stock Fund not credited to Participants', former Participants' and Beneficiaries' accounts which is determined by multiplying the total number of shares of the Company Stock not credited to Participants', former Participants' and Beneficiaries' accounts by a fraction of which the numerator is the number of shares of the Company Stock credited to Participants', former Participants' and Beneficiaries' accounts for which the Trustee has received no direction valid directions from Participants, XI-1 former Participants and Beneficiaries to tender (which directions have not been withdrawn as of the date of this determination) and of which the denominator is the total number of shares of the Company Stock credited to Participants', former Participants' and Beneficiaries' accounts. A Participant. (C) A Participant , former Participant, or Beneficiary who has directed the Trustee to tender some or all of the shares of Employer the Company Stock that reflect the Participant's proportional interest in the Stock Fund credited to his accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant, former Participant or Beneficiary shall not be limited as to the number of directions to tender or withdraw that the Participant he may give to the Trustee. (D) Client Service Agent. A direction by a Participant, former Participant to the Trustee or Beneficiary to tender shares of Employer the Company Stock that reflect the Participant's reflecting his proportional interest in the Company Stock Fund held in the Trust shall not be considered a written election under the Plan by the Participant him to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the The proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken shall be credited to the proceeds received by Accounts of the Trustee Participants, former Participants and Beneficiaries in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided proportion to their interests in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreementtendered shares.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Plan Participant with an interest in such Employer Sponsor Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and same information that is distributed to shareholders of the issuer of Sponsor Stock in connection with the tender instruction form described hereinoffer, and, after consulting with the Trustee, shall provide and pay for a means by which the Participant may direct the Trustee whether or not to tender the Sponsor Stock reflecting such Participant's proportional interest in the Sponsor Stock Fund (both vested and unvested). The Employer Sponsor shall provide the Trustee with a copy of any materials material provided to the Participants and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participant's proportional interest in the Sponsor Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer Sponsor under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the The Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting a Participant's proportional interest in the Sponsor Stock Fund for which the Trustee it has received no direction from the Participant. (C3) The Trustee shall tender that number of shares of Sponsor Stock not credited to Participants' accounts in the same proportion as the total number of shares of Sponsor Stock credited to Participants' accounts for which it has received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect reflecting the Participant's proportional interest in the Sponsor Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 4(g)(v)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to Participants' accounts necessary to reduce the amount of tendered Sponsor Stock not credited to Participants' accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participant's proportional interest in the Sponsor Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes Mutual Fund described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the Employer, Sponsor the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fundplan participant, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's participants proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund participant shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participantparticipant's proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participantparticipant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participantparticipant's proportional interest in the Stock Fund for which the Trustee it has received no direction from the Participantparticipant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to participants' accounts in the same proportion as the total number of shares of Sponsor Stock credited to participants' accounts for which it has received instructions from Participants. (4) A Participant participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect reflecting the Participantparticipant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 4(e)(v)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to participants' accounts necessary to reduce the amount of tendered Sponsor Stock not credited to participants' accounts to the amount so redetermined. A Participant participant shall not be limited as to the number of directions to tender or withdraw that the Participant participant may give to the Trustee. (D5) A direction by a Participant participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participantparticipant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer ------------- Company Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Company shall notify each Participant with an interest in such Employer Stock of the tender offer Plan member, and utilize use its best efforts to timely distribute or cause to be distributed to Plan members the Participant same information that is distributed to shareholders of the issuer of Company Stock in connection with the tender materials and offer and, after consulting with the Trustee, shall provide a means by which Plan members may direct the Trustee whether or not to tender instruction form described hereinthe whole shares of Company Stock credited to their accounts (whether or not vested). The Employer Company shall provide to the Trustee with a copy of any materials material provided to the Participants Plan members and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Plan members. Each Participant with an interest in the Stock Fund Plan member shall have the right to direct the Trustee to tender or not to tender some or all of the whole shares of Employer Company Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund (both vested and unvested)accounts. Directions from a Participant to the Trustee concerning the tender of Employer Stock Such direction shall be communicated in writing, writing or by such other facsimile or similar means as is agreed upon by the Trustee and the Employer under the preceding paragraph. These directions Company and shall be held in confidence by the Trustee and shall not be divulged to the EmployerCompany, or any an officer or employee thereof, or any other person, except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender whole shares of Employer Company Stock held in the accounts of Plan members as directed by the ParticipantPlan members. Except as otherwise required by lawThe Trustee shall tender or not tender fractional shares of Company Stock held in the accounts of Plan members in proportion to how all of the whole shares of Company Stock held in the Plan are tendered. Unless there is a Corporate Event and a Takeover Committee is appointed and decides to make tender decisions, the Trustee shall not tender those shares of Employer Company Stock that are not credited to a Participant's AccountPlan members' accounts, if and those shares of Company Stock credited to the accounts of Plan members for which no tender directions are received, in the same proportion on each issue as it tenders those shares credited to the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund members' accounts for which the Trustee has received no it receives tender direction from the Participant. (C) A Participant who has directed the Trustee to tender some or all of the shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable sharesmembers. If the Plan uses share accountingthere is a Corporate Event and a Takeover Committee is appointed and decides to make tender decisions, the Trustee shall credit tender unallocated shares and shares as to the Participant's Account the proceeds which no tender directions are received as instructed by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's AccountTakeover Committee. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant Plan member from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Company Stock tendered from that interestaccount. Pending receipt of direction (directions through the Administrator) Administrator from the Participant or the named fiduciary, as provided in the Plan, Plan member as to which the investment of the remaining Permissible Investments proceeds of the proceeds should be invested intendered shares, the Trustee shall invest the proceeds in as the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementAdministrator shall direct.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund Participants account (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund ’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund ’s accounts for which the Trustee it has received no direction directions from the Participant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to Participants’ accounts in the same proportion as the total number of shares of Sponsor Stock credited to Participants’ accounts for which it received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund ’s accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants’ accounts have been tendered, the Trustee shall not be limited as to redetermine the number of directions shares of Sponsor Stock that would be tendered under Section 5(e)(vii)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to tender or withdraw that Participants’ accounts necessary to reduce the Participant may give amount of tendered Sponsor Stock not credited to Participants’ accounts to the Trustee.amount so redetermined. DTE Energy Company Sixteenth Amendment Trust Agreement (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund ’s accounts shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interestaccount. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule “C”.

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer Company Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Company shall notify each Participant with an interest in such Employer Stock of the tender offer Plan Participant, and utilize use its best efforts to timely distribute or cause to be distributed to Plan Participants the Participant same information that is distributed to shareholders of the issuer of Company Stock in connection with the tender materials offer, and after consulting with the Co-Trustees, shall provide at the Company's expense a means by which Plan Participants may direct the Co-Trustees whether or not to tender the Company Stock credited to their accounts (whether or not vested). The Company will provide to the Trustee and the tender instruction form described herein. The Employer shall provide the Trustee with Co-Trustees a copy of any materials material provided to the Plan Participants and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee and the Co-Trustees that the materials have been mailed or otherwise sent to Plan Participants. (B) . Each Plan Participant with an interest in the Stock Fund shall have the right to direct the Trustee Co-Trustees to tender or not to tender some or all of the shares of Employer Company Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund (both vested and unvested)accounts. Directions from a Plan Participant to the Trustee Co-Trustees concerning the tender of Employer Company Stock shall be communicated in writing, writing or by facsimile or such other similar means as is agreed upon by the Trustee and the Employer under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall the Co-Trustees and not be divulged to the EmployerCompany, or any officer or employee thereof, or any other person, except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee Co-Trustees shall tender or not tender shares of Employer Company Stock as directed by the Plan Participant. Except as otherwise required by law, the Trustee The Co-Trustees shall not tender shares of Employer Company Stock that are credited to a Plan Participant's Account, if accounts for which they have received no directions from the Plan uses share accountingParticipants. The Co-Trustees shall tender that number of shares of Company Stock not credited to Plan Participants' accounts determined by multiplying the total number of such shares by a fraction, or, if accounting of which the numerator is by units the number of participation, that reflect a Participant's proportional interest in the shares of Company Stock Fund credited to Plan Participants' accounts for which the Trustee has Co-Trustees have received no direction directions from the Participant. (C) A Participant who has directed the Trustee Plan Participants to tender some or all (which directions have not been withdrawn as of the shares date of Employer Stock that reflect the Participant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered sharesthis determination), and of which the Trustee shall withdraw denominator is the directed total number of shares from the tender offer prior of Company Stock credited to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the TrusteePlan Participants' accounts. (D) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer the Sponsor Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant with an interest in such Employer Stock Member and former Member of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to each Member and former Member the Participant same information that is distributed to other stockholders of the Sponsor in connection with the tender materials offer, and, after consulting with the Trustee, shall provide and pay for a means by which the Member or former Member may direct the Trustee whether or not to tender instruction form described hereinthe Sponsor Stock credited to the Member's or former Member's Accounts. The Employer Sponsor shall provide the Trustee with a copy of any materials material provided to the Participants Members and former Members and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Members and former Members. Each Participant with an interest in the Stock Fund Member and former Member shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer the Sponsor Stock that are credited to reflecting his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Sponsor Stock Fund (both vested and unvested)held in the Trust. Directions from a Participant Member or former Member to the Trustee concerning the tender of Employer the Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer Sponsor under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the ParticipantMember or former Member. Except as otherwise required by lawTo the extent that Members or former Members fail to affirmatively direct the Trustee or fail to issue valid directions to the Trustee to tender shares of the Sponsor Stock credited to their Accounts, those Members or former Members will be deemed to have instructed the Trustee not to tender those shares. Accordingly, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a ParticipantMember's Account, if or former Member's Accounts for which it has received no directions or invalid directions from the Plan uses share accounting, or, if accounting Member or former Member. The Trustee shall tender that number of shares of the Sponsor Stock not credited to Members' or former Members' Accounts which is determined by units multiplying the total number of participation, that reflect shares of the Sponsor Stock not credited to Members' or former Members' Accounts by a Participant's proportional interest in fraction of which the numerator is the number of shares of the Sponsor Stock Fund credited to Members' or former Members' accounts for which the Trustee has received no direction valid directions from Members or former Members to tender (which directions have not been withdrawn as of the Participant. (Cdate of this determination) and of which the denominator is the total number of shares of the Sponsor Stock credited to Members' or former Members' Accounts. A Participant Member or former Member who has directed the Trustee to tender some or all of the shares of Employer the Sponsor Stock that reflect credited to the ParticipantMember's proportional interest in the Stock Fund or former Member's Accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of the Sponsor Stock not credited to Members' or former Members' Accounts have been tendered, the Trustee shall redetermine the number of shares of the Sponsor Stock that would be tendered under this Section if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of the Sponsor Stock not credited to Members' or former Members' Accounts necessary to reduce the amount of tendered Sponsor Stock not credited to Members' or former Members' Accounts to the amount so redetermined. A Participant Member or former Member shall not be limited as to the number of directions to tender or withdraw that the Participant Member or former Member may give to the Trustee. (D) . A direction by a Participant Member or former Member to the Trustee to tender shares of Employer the Sponsor Stock that reflect reflecting the ParticipantMember's or former Member's proportional interest in the Sponsor Stock Fund held in the Trust shall not be considered a written election under the Plan by the Participant Member or former Member to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant Member or former Member from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer the Sponsor Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant with an interest in such Employer Stock Member and former Member of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to each Member and former Member the Participant same information that is distributed to other stockholders of the Sponsor in connection with the tender materials offer, and, after consulting with the Trustee, shall provide and pay for a means by which the Member or former Member may direct the Trustee whether or not to tender instruction form described hereinthe Sponsor Stock credited to the Member's or former Member's Accounts. The Employer Sponsor shall provide the Trustee with a copy of any materials material provided to the Participants Members and former Members and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Members and former Members. Each Participant with an interest in the Stock Fund Member and former Member shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer the Sponsor Stock that are credited to reflecting his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Sponsor Stock Fund (both vested and unvested)held in the Trust. Directions from a Participant Member or former Member to the Trustee concerning the tender of Employer the Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer Sponsor under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the ParticipantMember or former Member. Except as otherwise required by lawTo the extent that Members or former Members fail to affirmatively direct the Trustee or fail to issue valid directions to the Trustee to tender shares of the Sponsor Stock credited to their Accounts, those Members or former Members will be deemed to have instructed the Trustee not to tender those shares. Accordingly, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a ParticipantMember's Account, if or former Member's Accounts for which it has received no directions or invalid directions from the Plan uses share accounting, or, if accounting Member or former Member. The Trustee shall tender that number of shares of the Sponsor Stock not credited to Members' or former Members' Accounts which is determined by units multiplying the total number of participation, that reflect shares of the Sponsor Stock not credited to Members' or former Members' Accounts by a Participant's proportional interest in fraction of which the numerator is the number of shares of the Sponsor Stock Fund credited to Members' or former Members' accounts for which the Trustee has received no direction valid directions from the Participant. (C) A Participant who has directed the Trustee Members or former Members to tender some or all (which directions have not been withdrawn as of the shares date of Employer Stock that reflect this determination) and of which the Participant's proportional interest in denominator is the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered shares, and the Trustee shall withdraw the directed total number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant credited to Members' or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreementformer Members' Accounts.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Named Fiduciary shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Named Fiduciary shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund ’s account (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund ’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphNamed Fiduciary. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerNamed Fiduciary, or any officer or employee thereofof the Sponsor, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund ’s accounts for which the Trustee it has received no direction directions from the Participant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to Participants’ accounts in the same proportion as the total number of shares of Sponsor Stock credited to Participants’ accounts for which it received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund ’s accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants’ accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 5(e)(vii)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to Participants’ accounts necessary to reduce the amount of tendered Sponsor Stock not credited to Participants’ accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund ’s accounts shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interestaccount. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule “C”.

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materialseach Plan Participant, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize use its best efforts to timely distribute or cause to be distributed to Plan Participants the Participant same information that is distributed to shareholders of the issuer of Employer Stock in connection with the tender materials offer, and after consulting with the Trustee shall provide at the Employer’s expense a means by which Plan Participants may direct the Trustee whether or not to tender instruction form described hereinthe Employer Stock in such Employer Stock Fund credited to their accounts (whether or not vested). The Employer shall provide to the Trustee with a copy of any materials material provided to the Plan Participants and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Plan Participants. (B) . Each Plan Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of his pro rata interest in the shares of Employer Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund (both vested and unvested)account. Directions from a Plan Participant to the Trustee concerning the tender of Employer Stock shall be communicated in writing, writing or by facsimile or such other similar means as is agreed upon by the Trustee and the Employer under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the Employer, or any officer or employee thereof, or any other person, except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Stock as directed by the Plan Participant. Except as otherwise required by law, the The Trustee shall not tender shares of Employer Stock that are credited with respect to a Participant's Account, if ’s account for which it has received no directions from the Plan uses share accountingParticipant. For the shares of Employer Stock not credited to Plan Participants’ accounts, or, if accounting is by units of participation, that reflect a Participant's proportional interest the Trustee shall tender such shares proportionately in the same manner as the Trustee tenders the aggregate of all shares of Employer Stock Fund for with respect to which the Trustee has received no direction instructions to tender from the ParticipantPlan Participants. (C) A Participant who has directed the Trustee to tender some or all of the shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer constitute Company Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Company shall notify each Participant with an interest in such Employer Stock Member and former Member of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to each Member and former Member the Participant same information that is distributed to other stockholders of the Company in connection with the tender materials offer, and, after consulting with the Trustee, shall provide and pay for a means by which the Member or former Member may direct the Trustee whether or not to tender instruction form described hereinthe Company Stock credited to the Member's or former Member's vested and unvested Accounts. The Employer Company shall provide the Trustee with a copy of any materials material provided to the Participants Members and former Members and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Members and former Members. Each Participant with an interest in the Stock Fund Member and former Member shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer the Company Stock that are credited to reflecting his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Company Stock Fund held in the Trust (both vested and unvested). Directions from a Participant Member or former Member to the Trustee concerning the tender of Employer the Company Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer Company under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerCompany, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Company Stock as directed by the ParticipantMember or former Member. Except as otherwise required by lawTo the extent that Members or former Members fail to affirmatively direct the Trustee or fail to issue valid directions to the Trustee to tender shares of the Company Stock credited to their Accounts, those Members or former Members will be deemed to have instructed the Trustee not to tender those shares. Accordingly, the Trustee shall not tender shares of Employer Company Stock that are credited to a ParticipantMember's Account, if or former Member's Accounts for which it has received no directions or invalid directions from the Plan uses share accounting, or, if accounting Member or former Member. The Trustee shall tender that number of shares of the Company Stock not credited to Members' or former Members' Accounts which is determined by units multiplying the total number of participation, that reflect shares of the Company Stock not credited to Members' or former Members' Accounts by a Participant's proportional interest in fraction of which the numerator is the number of shares of the Company Stock Fund credited to Members' or former Members' accounts for which the Trustee has received no direction valid directions from the Participant. (C) A Participant who has directed the Trustee Members or former Members to tender some or all (which directions have not been withdrawn as of the shares date of Employer Stock that reflect this determination) and of which the Participant's proportional interest in denominator is the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered shares, and the Trustee shall withdraw the directed total number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Company Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant credited to Members' or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreementformer Members' Accounts.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund Participants account (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund ’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund ’s accounts for which the Trustee it has received no direction directions from the Participant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to Participants’ accounts in the same proportion as the total number of shares of Sponsor Stock credited to Participants’ accounts for which it received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund ’s accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants’ accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 5(e)(vii)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to Participants’ accounts necessary to reduce the amount of tendered Sponsor Stock not credited to Participants’ accounts to the amount so redetermined. DTE Energy Company Sixteenth Amendment Trust Agreement A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund ’s accounts shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interestaccount. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule “C”.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer FMC Technologies Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant participant the same information that is distributed to shareholders of the FMC Technologies Stock in connection with the tender materials and the tender instruction form described hereinoffer. The Employer shall Sponsor shall, upon request, provide the Trustee with a copy of any materials material provided to the Participants participants and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participantsparticipants. (B2) Each Participant with an interest in the FMC Technologies Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer FMC Technologies Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participant's proportional interest in the FMC Technologies Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer FMC Technologies Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraph. Sponsor.) These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer FMC Technologies Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer FMC Technologies Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting a Participant's proportional interest in the FMC Technologies Stock Fund for which the Trustee it has received no direction from the Participant. (C3) Except as otherwise required by law, with respect to all shares of FMC Technologies Stock not credited to Participants' accounts (unallocated), the Trustee shall tender such shares in the same proportion as the total number of shares of FMC Technologies Stock credited to Participants' accounts that have been tendered by Participants or shareholders. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer FMC Technologies Stock that reflect reflecting the Participant's proportional interest in the FMC Technologies Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of FMC Technologies Stock not credited to Participants' accounts have been tendered, the Trustee shall redetermine the number of shares of FMC Technologies Stock that would be tendered under Section 5(e)(xvii)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of FMC Technologies Stock not credited to Participants' accounts necessary to reduce the amount of tendered FMC Technologies Stock not credited to Participants' accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer FMC Technologies Stock that reflect reflecting the Participant's proportional interest in the FMC Technologies Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer FMC Technologies Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer the Sponsor Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant with an interest in such Employer Stock Member and former Member of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to each Member and former Member the Participant same information that is distributed to other stockholders of the Sponsor in connection with the tender materials offer, and, after consulting with the Trustee, shall provide and pay for a means by which the Member or former Member may direct the Trustee whether or not to tender instruction form described hereinthe Sponsor Stock credited to the Member’s or former Member’s Accounts. The Employer Sponsor shall provide the Trustee with a copy of any materials material provided to the Participants Members and former Members and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Members and former Members. Each Participant with an interest in the Stock Fund Member and former Member shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer the Sponsor Stock that are credited to reflecting his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Sponsor Stock Fund (both vested and unvested)held in the Trust. Directions from a Participant Member or former Member to the Trustee concerning the tender of Employer the Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer Sponsor under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the ParticipantMember or former Member. Except as otherwise required by lawTo the extent that Members or former Members fail to affirmatively direct the Trustee or fail to issue valid directions to the Trustee to tender shares of the Sponsor Stock credited to their Accounts, those Members or former Members will be deemed to have instructed the Trustee not to tender those shares. Accordingly, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if Member’s or former Member’s Accounts for which it has received no directions or invalid directions from the Plan uses share accounting, or, if accounting Member or former Member. The Trustee shall tender that number of shares of the Sponsor Stock not credited to Members’ or former Members’ Accounts which is determined by units multiplying the total number of participation, that reflect shares of the Sponsor Stock not credited to Members’ or former Members’ Accounts by a Participant's proportional interest in fraction of which the numerator is the number of shares of the Sponsor Stock Fund credited to Members’ or former Members’ accounts for which the Trustee has received no direction valid directions from Members or former Members to tender (which directions have not been withdrawn as of the Participant. (Cdate of this determination) and of which the denominator is the total number of shares of the Sponsor Stock credited to Members’ or former Members’ Accounts. A Participant Member or former Member who has directed the Trustee to tender some or all of the shares of Employer the Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund Member’s or former Member’s Accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of the Sponsor Stock not credited to Members’ or former Members’ Accounts have been tendered, the Trustee shall redetermine the number of shares of the Sponsor Stock that would be tendered under this Section 11.02 if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of the Sponsor Stock not credited to Members’ or former Members’ Accounts necessary to reduce the amount of tendered Sponsor Stock not credited to Members’ or former Members’ Accounts to the amount so redetermined. A Participant Member or former Member shall not be limited as to the number of directions to tender or withdraw that the Participant Member or former Member may give to the Trustee. (D) . A direction by a Participant Member or former Member to the Trustee to tender shares of Employer the Sponsor Stock that reflect reflecting the Participant's Member’s or former Member’s proportional interest in the Sponsor Stock Fund held in the Trust shall not be considered a written election under the Plan by the Participant Member or former Member to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant Member or former Member from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer the Sponsor Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund Participants account (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund ’s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund ’s accounts for which the Trustee it has received no direction directions from the Participant. (C) A Participant who has directed the Trustee to tender some or all of the shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fundplan participant, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund participants account (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund participant shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participantparticipant's proportional interest in the Stock Fund accounts (both vested and unvested). Directions from a Participant participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participantparticipant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participantparticipant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund accounts for which the Trustee it has received no direction directions from the Participantparticipant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to participants' accounts in the same proportion as the total number of shares of Sponsor Stock credited to participants' accounts for which it received instructions from Participants. (4) A Participant participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect credited to the Participantparticipant's proportional interest in the Stock Fund accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 4(e)(v)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to participants' accounts necessary to reduce the amount of tendered Sponsor Stock not credited to participants' accounts to the amount so redetermined. A Participant participant shall not be limited as to the number of directions to tender or withdraw that the Participant participant may give to the Trustee. (D5) A direction by a Participant participant to the Trustee to tender shares of Employer Sponsor Stock that reflect credited to the Participantparticipant's proportional interest in the Stock Fund accounts shall not be considered a written election under the Plan by the Participant participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interestaccount. Pending receipt of direction directions (through the Administrator) from the Participant participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund Participants account (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund accounts for which the Trustee it has received no direction directions from the Participant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to Participants' accounts in the same proportion as the total number of shares of Sponsor Stock credited to Participants' accounts for which it received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 5(e)(vii)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to Participants' accounts necessary to reduce the amount of tendered Sponsor Stock not credited to Participants' accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund accounts shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interestaccount. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B1) Each Participant with an a hypothetical, interest in the FMC Technologies Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer FMC Technologies Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participant's hypothetical, proportional interest in the FMC Technologies Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer FMC Technologies Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer FMC Technologies Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer FMC Technologies Stock that are credited to reflecting a Participant's Accounthypothetical, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the FMC Technologies Stock Fund for which the Trustee it has received no direction from the Participant. (C2) A Participant who has directed the Trustee to tender some or all of the shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund mayExcept as otherwise required by law, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered shares, and the Trustee shall withdraw the directed tender that number of shares from of FMC Technologies Stock not credited to Participants' accounts in the tender offer prior to same proportion as the tender offer withdrawal deadline. A Participant shall not be limited as to the total number of directions shares of FMC Technologies Stock credited to tender or withdraw that the Participant may give to the TrusteeParticipants' accounts for which it has received instructions from Participants. (D3) A direction by a Participant to the Trustee to tender shares of Employer FMC Technologies Stock that reflect reflecting the Participant's hypothetical, proportional interest in the FMC Technologies Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each hypothetical, proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer FMC Technologies Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciarySponsor, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes Fidelity Retirement Government Money Market Portfolio. (4) A Participant who has directed the Trustee to tender some or all of the shares of FMC Technologies Stock reflecting the Participant's proportional interest in the Service Agreement orFMC Technologies Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of the tendered shares reflecting the Participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if no such Permissible Investment has any shares of FMC Technologies Stock not credited to Participants' accounts have been specifiedtendered, the most conservative Permissible Investment designated by Trustee shall redetermine the Employer in number of shares of FMC Technologies Stock that would be tendered under Section 5(e)(i)(F)(II) if the Service Agreementdate of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of FMC Technologies Stock not credited to Participants' accounts necessary to reduce the amount of tendered FMC Technologies Stock not credited to Participants' accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee.

Tender Offers. (A) This Section 10.02 applies to the extent that Section 4.08 does not apply. Upon the commencement of a tender offer for any securities held in the Trust that are the Employer StockSecurities, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant with an interest in such Employer Stock Member, former Member or Beneficiary of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to each Member, former Member or Beneficiary the Participant same information that is distributed to other stockholders of the Sponsor in connection with the tender materials offer, and, after consulting with the Trustee, shall provide and pay for a means by which the Member, former Member or Beneficiary may direct the Trustee whether or not to tender instruction form described hereinthe Employer Securities credited to his vested and unvested Accounts. The Employer Sponsor shall provide the Trustee with a copy of any materials material provided to the Participants Members, former Members and Beneficiaries and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Members, former Members and Beneficiaries. Each Participant with an interest in the Stock Fund Member, former Member and Beneficiary shall have the right to direct the Trustee to tender or not to tender some or all of the shares of the Employer Stock that are credited to Securities reflecting his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund Employer Securities held in the Trust (both vested and unvested). Directions from a Participant Member, former Member or Beneficiary to the Trustee concerning the tender of the Employer Stock Securities shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer Sponsor under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer Stock Securities as directed by the ParticipantMember, former Member or Beneficiary. Except as otherwise required by lawTo the extent that Members, former Members and Beneficiaries fail to affirmatively direct the Trustee or fail to issue valid directions to the Trustee to tender shares of the Employer Securities credited to their Accounts, they will be deemed to have instructed the Trustee not to tender those shares. Accordingly, the Trustee shall not tender shares of Employer Stock that are Securities credited to a Participant's AccountMember’s, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund former Member’s or Beneficiary’s Accounts for which the Trustee it has received no direction directions or invalid directions from him. Unless more than 50 percent of the Participant. (C) shares of Employer Securities allocated to Accounts at the time of any tender offer are tendered pursuant to the preceding provisions of this Section, none of the shares not so allocated shall be tendered or exchanged by the Trustee pursuant to the offer. If more than 50 percent of the shares so allocated are tendered pursuant to the preceding provisions of this Section, then all the shares not so allocated shall be submitted by the Trustee for tender or exchange pursuant to the tender offer. A Participant Member, former Member or Beneficiary who has directed the Trustee to tender some or all of the shares of the Employer Stock that reflect the Participant's proportional interest in the Stock Fund Securities credited to his Accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of the Employer Securities not credited to Members’, former Members’ or Beneficiaries’ Accounts have been tendered, the Trustee shall redetermine the number of shares of the Employer Securities that would be tendered under this Section if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of the Employer Securities not credited to Members’, former Members’ or Beneficiaries’ Accounts necessary to reduce the amount of tendered Employer Securities not credited to Members’, former Members’ or Beneficiaries’ Accounts to the amount so redetermined. A Participant Member, former Member or Beneficiary shall not be limited as to the number of directions to tender or withdraw that the Participant he may give to the Trustee. (D) . A direction by a Participant Member, former Member or Beneficiary to the Trustee to tender shares of the Employer Stock that reflect the Participant's Securities reflecting his proportional interest in the Stock Fund Employer Securities held in the Trust shall not be considered a written election under the Plan by the Participant him to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant Member, former Member or Beneficiary from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of the Employer Stock Securities tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant Plan participant with an interest in such Employer Sponsor Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant participant the same information that is distributed to shareholders of the issuer of Sponsor Stock in connection with the tender materials offer, and, after consulting with the Trustee, shall provide and pay for a means by which the participant may direct the Trustee whether or not to tender instruction form described hereinthe Sponsor Stock reflecting such participants proportional interest in the Arkansas Best Corporation Common Stock Fund (both vested and unvested). The Employer Sponsor shall provide the Trustee with a copy of any materials material provided to the Participants participants and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participantsparticipants. (B2) Each Participant with an interest in the Stock Fund participant shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participantparticipant's proportional interest in the Arkansas Best Corporation Common Stock Fund (both vested and unvested). Directions from a Participant participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer Sponsor under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Me Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participantparticipant. Except as otherwise required by law, the The Trustee shall not tender shares of Employer Sponsor Stock that are credited to reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participantparticipant's proportional interest in the Arkansas Best Corporation Common Stock Fund for which it has received no direction from the participant. (3) The Trustee shall tender that number of shares of Sponsor Stock not credited to participants' accounts which is determined by multiplying the total number of shares of Sponsor Stock not credited to participants' accounts by a fraction of which the numerator is the number of shares of Sponsor Stock reflecting participants' proportional interests in the Arkansas Best Corporation Common Stock Fund for which the Trustee has received no direction directions from participants to tender (which directions have not been withdrawn as of the Participantdate of this determination and of which the denominator is the total number of shares of Sponsor Stock reflected in the proportional interests of all participants under the Plan. (C4) A Participant participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect reflecting the Participantparticipant's proportional interest in the Arkansas Best Corporation Common Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 4(e)(v)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to participants' accounts necessary to reduce the amount of tendered Sponsor Stock not credited to participants' accounts to the amount so redetermined. A Participant participant shall not be limited as to the number of directions to tender or withdraw that the Participant participant may give to the Trustee. (D5) A direction by a Participant participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participantparticipant's proportional interest in the Arkansas Best Corporation Common Stock Fund shall not be considered a written election under the Plan by the Participant participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.Mutual Fund described In Schedule "C."

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer If requested by the Trustee, the Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock FundPlan Participant, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund Participants account (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Stock as timely directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund accounts for which the Trustee it has received no direction directions from the Participant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Stock not credited to Participants' accounts in the same proportion as the total number of shares of Stock credited to Participants' accounts for which it received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Stock that reflect credited to the Participant's proportional interest in the Stock Fund accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadlinedate. Prior to the withdrawal date, if any shares of Stock not credited to Participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Stock that would be tendered under Section 5(e)(v)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Stock not credited to Participants' accounts necessary to reduce the amount of tendered Stock not credited to Participants' accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect credited to the Participant's proportional interest in the Stock Fund accounts shall not be considered a written election under the Plan by the Participant to withdrawwithdraw from the Plan, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interestaccount. Pending receipt of direction (through the Administrator) directions from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified Mutual Fund set forth for such purposes in purpose on Schedule "C" until the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementTrustee receives a proper direction.

Tender Offers. (A) Employer Securities. Upon commencement of a tender offer for any securities held in the Trust that are Employer StockSecurities, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Responsible Fiduciary shall notify each Participant with an interest in such Employer Stock or Beneficiary of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to each Participant or Beneficiary the Participant same information that is distributed to other stockholders of the Plan Sponsor in connection with the tender materials and the tender instruction form described hereinoffer. The Employer Plan Sponsor shall provide the Trustee Responsible Fiduciary with a copy of any materials material provided to the Participants and Beneficiaries. The Responsible Fiduciary shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Participants and Beneficiaries. Each Participant with an interest in the Stock Fund and Beneficiary shall have the right to direct the Trustee Responsible Fiduciary to tender or not to tender some or all of the shares of the Employer Stock that are credited to Securities reflecting his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund Employer Securities held in the Trust (both vested and unvested). Directions from a Participant or Beneficiary to the Trustee Responsible Fiduciary concerning the tender of the Employer Stock Securities shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragrapha then acceptable written format. These directions shall be held in confidence by the Trustee Responsible Fiduciary and shall not be divulged to the EmployerPlan Sponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's Responsible Fiduciary’s services hereunder. The Trustee Responsible Fiduciary shall tender or not tender shares of Employer Stock Securities as directed by the ParticipantParticipant or Beneficiary. Except as otherwise required by lawTo the extent that Participants and Beneficiaries fail to affirmatively direct the Responsible Fiduciary or fail to issue valid directions to the Responsible Fiduciary to tender shares of the Employer Securities credited to their Accounts, they will be deemed to have instructed the Responsible Fiduciary not to tender those shares. Accordingly, the Trustee Responsible Fiduciary shall not tender shares of Employer Stock that are Securities credited to a Participant's Account, if ’s or Beneficiary’s Accounts for which it has received no directions or invalid directions from him. The Responsible Fiduciary shall tender that number of shares of the Plan uses share accounting, or, if accounting Employer Securities not credited to the Participants’ and Beneficiaries’ Accounts which is determined by units multiplying the total number of participation, that reflect shares of the Employer Securities not credited to Participants’ and Beneficiaries’ Accounts by a Participant's proportional interest in fraction of which the Stock Fund numerator is the number of shares of the Employer Securities credited to Participants’ and Beneficiaries’ Accounts for which the Trustee Responsible Fiduciary has received no direction valid directions from Participants and Beneficiaries to tender (which directions have not been withdrawn as of the Participant. (Cdate of this determination) and of which the denominator is the total number of shares of the Employer Securities credited to the Participants’ and Beneficiaries’ Accounts. A Participant who has directed the Trustee Responsible Fiduciary to tender some any or all of the shares of Employer Stock that reflect the Securities credited to such Participant's proportional interest in the Stock Fund ’s Accounts may, at any time prior to the tender offer withdrawal datedeadline, direct instruct the Trustee Responsible Fiduciary to withdraw some or all of such tendered shareswithdraw, and the Trustee Responsible Fiduciary shall withdraw the directed number of withdraw, such shares from the tender offer prior to the tender offer withdrawal deadlinedeadline if such instructions are received reasonably prior to such deadline to allow the Responsible Fiduciary to withdraw such shares. A Participant shall not be limited by the Responsible Fiduciary as to the number of instructions to tender or withdraw that the Participant may give to the Responsible Fiduciary, except to the extent a tender offer contains any such limitation. Prior to the withdrawal deadline, if any shares of the Employer Securities not credited to Participants’ or Beneficiaries’ Accounts have been tendered, the Responsible Fiduciary shall redetermine the number of shares of the Employer Securities that would be tendered under this Section if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of the Employer Securities not credited to Participants’ or Beneficiaries’ Accounts necessary to reduce the amount of tendered Employer Securities not credited to Participants’ or Beneficiaries’ Accounts to the amount so redetermined. A Participant or Beneficiary shall not be limited as to the number of directions to tender or withdraw that the Participant he may give to the Trustee. (D) A direction Responsible Fiduciary. An instruction by a Participant to the Trustee Responsible Fiduciary to tender the shares of Employer Stock that reflect the Securities credited to such Participant's proportional interest in the Stock Fund ’s Accounts shall not be considered a written election under the Plan by the Participant participant to withdraw, or have distributed, any or all of his withdrawable sharesAccounts which are subject to withdrawal. If The Responsible Fiduciary shall advise the Plan uses share accountingAdvisory Committee to credit, the Trustee shall credit to the Participant's Account ’s Accounts from which the tendered shares were taken, the proceeds received by the Trustee Responsible Fiduciary or Trustee, whichever is applicable, in exchange for the shares of Employer Stock Securities, if any, so tendered from the Participant's each such Account. If accounting The Responsible Fiduciary will comply with the provisions of this Section 11.04(d) unless he or she determines that it is imprudent to do so, in which case he or she will carry out the provisions of this Section in a manner which complies with his or her fiduciary responsibilities under applicable law. Any instruction or other communication by units of participation, a Participant to the Trustee Responsible Fiduciary concerning any tender offer matter shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received be held in confidence by the Trustee in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as Responsible Fiduciary and shall not be divulged to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreementor to any officer or employee thereof nor to any other person, except as required by law.

Tender Offers. (AI) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant with an interest in such Employer Sponsor Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and same information that is distributed to shareholders of the issuer of Sponsor Stock in connection with the tender instruction form described hereinoffer, and, after consulting with the Trustee, shall provide and pay for a means by which the Participant may direct the Trustee whether or not to tender the Sponsor Stock reflecting such Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall provide the Trustee with a copy of any materials material provided to the Participants and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participants. (BII) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participant's proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer Sponsor under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the The Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting a Participant's proportional interest in the Stock Fund for which the Trustee it has received no direction from the Participant. (CIII) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect reflecting the Participant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (DIV) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments Investment Funds the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified Mutual Fund set forth for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer StockHEI common stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant Plan participant with an interest in such Employer Stock HEI common stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant participant the same information that is distributed to all shareholders of HEI common stock in connection with the tender materials offer, and, after consulting with the Trustee, shall provide and pay for a means by which the participant may direct the Trustee whether or not to tender instruction form described hereinthe HEI common stock reflecting such participant's proportional interest in the HEI Common Stock Fund (both vested and unvested). The Employer Sponsor shall provide the Trustee with a copy of any materials material provided to the Participants participants and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participantsparticipants. (B2) Each Participant with an interest in the Stock Fund participant shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect HEI common stock reflecting such Participantparticipant's proportional interest in the HEI Common Stock Fund (both vested and unvested). Directions from a Participant participant to the Trustee concerning the tender of Employer Stock HEI common stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer Sponsor under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. However, the Trustee will provide to the Sponsor, as reasonably requested by the Sponsor, periodic reports indicating the number of shares tendered and not tendered. The Trustee shall tender or not tender shares of Employer HEI Common Stock as directed by the Participantparticipant. Except as otherwise required by law, the The Trustee shall not tender shares of Employer Stock that are credited to HEI common stock reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participantparticipant's proportional interest in the HEI Common Stock Fund for which the Trustee it has received no direction from the Participantparticipant. (C3) The Trustee shall tender that number of shares of HEI common stock not credited to participants' accounts in the same proportion as the total number of shares of HEI common stock credited to participants' accounts for which it has received instructions from participants. (4) A Participant participant who has directed the Trustee to tender some or all of the shares of Employer Stock that reflect HEI common stock reflecting the Participantparticipant's proportional interest in the HEI Common Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of HEI common stock not credited to participants' accounts have been tendered, the Trustee shall redetermine the number of shares of HEI common stock that would be tendered under Section 4(d)(v)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of HEI common stock not credited to participants' accounts necessary to reduce the amount of tendered HEI common stock not credited to participants' accounts to the amount so redetermined. A Participant participant shall not be limited as to the number of directions to tender or withdraw that the Participant participant may give to the Trustee. (D5) A direction by a Participant participant to the Trustee to tender shares of Employer Stock that reflect HEI common stock reflecting the Participantparticipant's proportional interest in the HEI Common Stock Fund shall not be considered a written election under the Plan by the Participant participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the The Trustee shall credit to the Participanteach participant's Account account a proportional share of the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interestHEI common stock tendered. Pending receipt of direction (through the Administrator) directions from the Participant participant or the named fiduciary, as provided in the PlanPIC, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the Employer, Sponsor the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's Participants proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participant's proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting a Participant's proportional interest in the Stock Fund for which the Trustee it has received no direction from the Participant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to Participants' accounts in the same proportion as the total number of shares of Sponsor Stock credited to Participants' accounts for which it has received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect reflecting the Participant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 5(e)(vi)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to Participants' accounts necessary to reduce the amount of tendered Sponsor Stock not credited to Participants' accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the Employer, Sponsor the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fundplan participant, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's participants proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund participant shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participantparticipant's proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participantparticipant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participantparticipant's proportional interest in the Stock Fund for which the Trustee it has received no direction from the Participantparticipant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to participants' accounts in the same proportion as the total number of shares of Sponsor Stock credited to participants' accounts for which it has received instructions from Participants. (4) A Participant participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect reflecting the Participantparticipant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 4(i)(vi)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to participants' accounts necessary to reduce the amount of tendered Sponsor Stock not credited to participants' accounts to the amount so redetermined. A Participant participant shall not be limited as to the number of directions to tender or withdraw that the Participant participant may give to the Trustee. (D5) A direction by a Participant participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participantparticipant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.Fund

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund Participants account (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund Participant࿽s accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's Trustee࿽s services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund Participant࿽s accounts for which the Trustee it has received no direction directions from the Participant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to Participants࿽ accounts in the same proportion as the total number of shares of Sponsor Stock credited to Participants࿽ accounts for which it received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund Participant࿽s accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants࿽ accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 5(e)(vii)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to Participants࿽ accounts necessary to reduce the amount of tendered Sponsor Stock not credited to Participants࿽ accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund Participant࿽s accounts shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interestaccount. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.Schedule ࿽C࿽.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the Employer, Sponsor the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant plan participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's participants proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participantparticipant's proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participantparticipant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participantparticipant's proportional interest in the Stock Fund for which the Trustee it has received no direction from the Participantparticipant. (C3) A Participant participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect reflecting the Participantparticipant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant participant shall not be limited as to the number of directions to tender or withdraw that the Participant participant may give to the Trustee. (D) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the Employer, Sponsor the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's Participants proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participant's ’s proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's ’s proportional interest in the Stock Fund for which the Trustee it has received no direction from the Participant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to Participants’ accounts in the same proportion as the total number of shares of Sponsor Stock credited to Participants’ accounts for which it has received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect reflecting the Participant's ’s proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant’s proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants’ accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 5(e)(vi)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to Participants’ accounts necessary to reduce the amount of tendered Sponsor Stock not credited to Participants’ accounts to the amount so redetermined.] A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participant's ’s proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule “C”.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the Employer, Sponsor the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fundplan participant, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's participants proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund participant shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participantparticipant's proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participantparticipant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participantparticipant's proportional interest in the Stock Fund for which the Trustee it has received no direction from the Participantparticipant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to participants' accounts in the same proportion as the total number of shares of Sponsor Stock credited to participants' accounts for which it has received instructions from Participants. (4) A Participant participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect reflecting the Participantparticipant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 4(h)(v)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to participants' accounts necessary to reduce the amount of tendered Sponsor Stock not credited to participants' accounts to the amount so redetermined. A Participant participant shall not be limited as to the number of directions to tender or withdraw that the Participant participant may give to the Trustee. (D5) A direction by a Participant participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participantparticipant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A) Upon commencement of a tender offer for any securities held in the Trust that are Employer Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested)) . The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the Employer, or any officer or employee thereof, or any other person, except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund for which the Trustee has received no direction from the Participant. (C) A Participant who has directed the Trustee to tender some or all of the shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect the Participant's proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from that interest. Pending receipt of direction (through the Administrator) from the Participant or the named fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. The Sponsor may direct the Trustee to tender the shares of Sponsor Stock held in the Trust in the same manner as directed by the Participants for their hypothetical interest in the corresponding shares of Sponsor Stock credited to the Participants’ Plan accounts. Based on these materials, the aforementioned materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an a hypothetical interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the hypothetical number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund ’s account (both vested and unvested)) under the Plan. The Employer shall notify FMC Corporation - MCM 5 Fifth Amendment - NQ Trust (2) As directed by the Sponsor under this Agreement, each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Each Participant with an hypothetical interest in the Stock Fund shall have the right to direct to the Trustee to tender or not to tender some or all manner in which that number of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund ’s account (both vested and unvested)) under the Plan shall be tendered or not tendered. Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed held in the Trust to correspond to directions provided by the ParticipantParticipants under their Plan accounts. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund for which the Trustee it has received no direction corresponding directions from the ParticipantParticipant under the Plan. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock held in the Trust which exceeds the number of shares credited to Participants’ accounts, in the same proportion as the total number of shares of Sponsor Stock credited to Participants’ accounts for which it received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the hypothetical shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund ’s account may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant’s hypothetical investment in Sponsor Stock, and the Trustee shall withdraw the directed corresponding number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participant's proportional interest ’s hypothetical investment in the Sponsor Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the corresponding shares of Employer Sponsor Stock tendered from that interestthe Trust. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciarySponsor, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested ininvested, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule “A”.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer FMC Technologies Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant participant the same information that is distributed to shareholders of the FMC Technologies Stock in connection with the tender materials and the tender instruction form described hereinoffer. The Employer shall Sponsor shall, upon request, provide the Trustee with a copy of any materials material provided to the Participants participants and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participantsparticipants. (B2) Each Participant with an interest in the FMC Technologies Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer FMC Technologies Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participant's ’s proportional interest in the FMC Technologies Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer FMC Technologies Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraph. Sponsor.) These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer FMC Technologies Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer FMC Technologies Stock that are credited to reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's ’s proportional interest in the FMC Technologies Stock Fund for which the Trustee it has received no direction from the Participant. (C3) Except as otherwise required by law, with respect to all shares of FMC Technologies Stock not credited to Participants’ accounts (unallocated), the Trustee shall tender such shares in the same proportion as the total number of shares of FMC Technologies Stock credited to Participants’ accounts that have been tendered by Participants or shareholders. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer FMC Technologies Stock that reflect reflecting the Participant's ’s proportional interest in the FMC Technologies Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant’s proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of FMC Technologies Stock not credited to Participants’ accounts have been tendered, the Trustee shall redetermine the number of shares of FMC Technologies Stock that would be tendered under Section 5(e)(xvii)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of FMC Technologies Stock not credited to Participants’ accounts necessary to reduce the amount of tendered FMC Technologies Stock not credited to Participants’ accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer FMC Technologies Stock that reflect reflecting the Participant's ’s proportional interest in the FMC Technologies Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer FMC Technologies Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule “C”.

Tender Offers. Notwithstanding any other provision of this Agreement the provisions of this Section shall govern the tendering of Ford Stock. Ford, after consultation with the Master Trustee, shall provide and pay for all printing, mailing, tabulation and other costs associated with the tendering of Ford Stock. (A) Upon commencement of a tender offer for any securities held in the Master Trust that are Employer Ford Stock, the Employer Ford shall timely notify the Master Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Master Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, materials and after consultation with Ford the Employer, the Master Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Ford Stock Fund, together with the foregoing tender instruction form, to be returned to the Master Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Ford Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Ford Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to ParticipantsFund. (B) Each Participant with an interest in the Ford Stock Fund shall have the right to direct the Master Trustee to tender or not to tender some or all of the shares of Employer Ford Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participant's proportional interest in the Ford Stock Fund (both vested and unvested)Fund. Directions from a Participant to the Master Trustee concerning the tender of Employer Ford Stock shall be communicated in writing, or by such other means as is agreed upon by the Master Trustee and the Employer under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the Employer, or any officer or employee thereof, or any other person, except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunderFord. The Master Trustee shall tender or not tender shares of Employer Ford Stock as directed by the Participant. Except as otherwise required by law, the Master Trustee shall not tender shares of Employer Ford Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting a Participant's proportional interest in the Ford Stock Fund for which the Trustee it has received no direction from the Participant. (C) A Participant who has directed the Master Trustee to tender some or all of the shares of Employer Ford Stock that reflect reflecting the Participant's proportional interest in the Ford Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Master Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant's proportional interest, and the Master Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Master Trustee. (D) A direction by a Participant to the Master Trustee to tender shares of Employer Ford Stock that reflect reflecting the Participant's proportional interest in the Ford Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his the Participant's withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Master Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Master Trustee in exchange for the shares of Employer Ford Stock tendered from that interest. Pending receipt of direction (through the Administrator) directions from the Participant or the named fiduciaryFord, as provided in under the PlanPlans, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Master Trustee shall invest the proceeds in the Permissible Investment specified for such purposes in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementInterest Income Fund.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. The Sponsor may direct the Trustee to tender the shares of Sponsor Stock held in the Trust in the same manner as directed by the Participants for their hypothetical interest in the corresponding shares of Sponsor Stock credited to the Participants’ Plan accounts. Based on these materials, the aforementioned materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an a hypothetical interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the hypothetical number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund ’s account (both vested and unvested). The Employer shall notify ) under the Plan. (2) As directed by the Sponsor under this Agreement, each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B) Each Participant with an hypothetical interest in the Stock Fund shall have the right to direct to the Trustee to tender or not to tender some or all manner in which that number of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund ’s account (both vested and unvested)) under the Plan shall be tendered or not tendered. Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed held in the Trust to correspond to directions provided by the ParticipantParticipants under their Plan accounts. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund for which the Trustee it has received no direction corresponding directions from the ParticipantParticipant under the Plan. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock held in the Trust which exceeds the number of shares credited to Participants’ accounts, in the same proportion as the total number of shares of Sponsor Stock credited to Participants’ accounts for which it received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the hypothetical shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund ’s account may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant’s hypothetical investment in Sponsor Stock, and the Trustee shall withdraw the directed corresponding number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to Participants’ accounts have been tendered, the Trustee shall re-determine the number of shares of Sponsor Stock that would be tendered under Section 5(f)(vii)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to Participants’ accounts as necessary to reduce the amount of tendered Sponsor Stock credited to Participants’ accounts to the amount so re-determined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participant's proportional interest ’s hypothetical investment in the Sponsor Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the corresponding shares of Employer Sponsor Stock tendered from that interestthe Trust. Pending receipt of direction (through the Administrator) directions from the Participant or the named fiduciarySponsor, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested ininvested, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule “C”.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer StockHEI common stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer StockHEI common stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form form, and the Trustee shall provide a copy of all tender materials to be sent to each Participant with an interest in HEI common stock held in the Stock Fund, Trust a copy of all tender materials together with the foregoing tender instruction form, form to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, HEI common stock that reflect the Participant's ’s proportional interest in the Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect HEI common stock reflecting such Participant's ’s proportional interest in the Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Stock HEI common stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's ’s services hereunder. However, the Trustee will provide to the Sponsor, as reasonably requested by the Sponsor, periodic reports indicating the number of shares tendered and not tendered. The Trustee shall tender or not tender shares of Employer Stock HEI common stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Stock that are credited to HEI common stock reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's ’s proportional interest in the Stock Fund for which the Trustee it has received no direction from the Participant. The tender instruction form shall inform Participants that a Participant who does not provide direction to the Trustee with respect to the tendering of HEI common stock shall be deemed by the Participant’s silence to have directed the Trustee not to tender HEI common stock attributable to the Participant’s interest in the Stock Fund. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of HEI common stock not credited to Participants’ accounts in the same proportion as the total number of shares of HEI common stock credited to Participants’ accounts for which it has received instructions from Participants. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer Stock that reflect HEI common stock reflecting the Participant's ’s proportional interest in the Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant’s proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of HEI common stock not credited to Participants’ accounts have been tendered, the Trustee shall redetermine the number of shares of HEI common stock that would be tendered under Section 5(e)(vi)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of HEI common stock not credited to Participants’ accounts necessary to reduce the amount of tendered HEI common stock not credited to Participants’ accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer Stock that reflect HEI common stock reflecting the Participant's ’s proportional interest in the Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his the Participant’s withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Stock HEI common stock tendered from that interest. Pending receipt of direction (through the Administrator) directions from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service Agreement.Schedule C.

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the Employer, Sponsor the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fundplan participant, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's participants proportional interest in the FMC Stock Fund (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund participant shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participantparticipant's proportional interest in the FMC Stock Fund (both vested and unvested). Directions from a Participant participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participantparticipant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to reflecting a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participantparticipant's proportional interest in the FMC Stock Fund for which the Trustee it has received no direction from the Participantparticipant. (C3) Except as otherwise required by law, the Trustee shall tender that number of shares of Sponsor Stock not credited to participants' accounts in the same proportion as the total number of shares of Sponsor Stock credited to participants' accounts for which it has received instructions from Participants. (4) A Participant participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect reflecting the Participantparticipant's proportional interest in the FMC Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of Sponsor Stock not credited to participants' accounts have been tendered, the Trustee shall redetermine the number of shares of Sponsor Stock that would be tendered under Section 5(e)(v)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of Sponsor Stock not credited to participants' accounts necessary to reduce the amount of tendered Sponsor Stock not credited to participants' accounts to the amount so redetermined. A Participant participant shall not be limited as to the number of directions to tender or withdraw that the Participant participant may give to the Trustee. (D5) A direction by a Participant participant to the Trustee to tender shares of Employer Sponsor Stock that reflect reflecting the Participantparticipant's proportional interest in the FMC Stock Fund shall not be considered a written election under the Plan by the Participant participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant with an interest in such Employer Stock Plan participant of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant participant the same information that is distributed to shareholders of the issuer of Sponsor Stock in connection with the tender materials offer, and, after consulting with the Trustee, shall provide and pay for a means by which the participant may direct the Trustee whether or not to tender instruction form described hereinthe Sponsor Stock credited to the participant's accounts (both vested and unvested). The Employer Sponsor shall provide the Trustee with a copy of any materials material provided to the Participants participants and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participantsparticipants. (B2) Each Participant with an interest in the Stock Fund participant shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participantparticipant's proportional interest in the Stock Fund accounts (both vested and unvested). Directions from a Participant participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by mailgram or such other similar means as is agreed upon by the Trustee and the Employer Sponsor under the preceding paragraph. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participantparticipant. Except as otherwise required by law, the The Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participantparticipant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund accounts for which the Trustee it has received no direction directions from the Participantparticipant. (C3) A Participant participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect credited to the Participantparticipant's proportional interest in the Stock Fund accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant participant shall not be limited as to the number of directions to tender or withdraw that the Participant participant may give to the Trustee. (D4) A direction by a Participant participant to the Trustee to tender shares of Employer Stock that reflect Sponsor Stock (5) credited to the Participantparticipant's proportional interest in the Stock Fund accounts shall not be considered a written election under the Plan by the Participant participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interestaccount. Pending receipt of direction directions (through the Administratoradministrator) from the Participant participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes Mutual Fund described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer Sponsor Stock, the Employer Sponsor shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all tender offer materials to be sent to the Trustee. The Employer Sponsor shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Sponsor Stock. Based on these materials, materials and after consultation with the EmployerSponsor, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Sponsor Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund Participants account (both vested and unvested). The Employer shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant the tender materials and the tender instruction form described herein. The Employer shall provide the Trustee with a copy of any materials provided to the Participants and shall (if the mailing is not handled by the Trustee) notify the Trustee that the materials have been mailed or otherwise sent to Participants. (B2) Each Participant with an interest in the Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer Sponsor Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect such Participant's proportional interest in the Stock Fund accounts (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer Sponsor Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraphSponsor. These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer Sponsor Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer Sponsor Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect a Participant's proportional interest in the Stock Fund account for which the Trustee it has received no direction directions from the Participant, nor any unallocated shares of Sponsor Stock. (C3) A Participant who has directed the Trustee to tender some or all of the shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund accounts may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered shares, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D4) A direction by a Participant to the Trustee to tender shares of Employer Sponsor Stock that reflect credited to the Participant's proportional interest in the Stock Fund accounts shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest account of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer Sponsor Stock tendered from that interestaccount. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".

Tender Offers. (A1) Upon commencement of a tender offer for any securities held in the Trust that are Employer FMC Stock, the Employer shall timely notify the Trustee in advance of the intended tender date and shall cause a copy of all materials to be sent to the Trustee. The Employer shall certify to the Trustee that the aforementioned materials represent the same information distributed to shareholders of Employer Stock. Based on these materials, and after consultation with the Employer, the Trustee shall prepare a tender instruction form and shall provide a copy of all tender materials to be sent to each Participant with an interest in the Stock Fund, together with the foregoing tender instruction form, to be returned to the Trustee or its designee. The tender instruction form shall show the number of full and fractional shares of Employer Stock credited to the Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect the Participant's proportional interest in the Stock Fund (both vested and unvested). The Employer Sponsor shall notify each Participant with an interest in such Employer Stock of the tender offer and utilize its best efforts to timely distribute or cause to be distributed to the Participant participant the same information that is distributed to shareholders of the FMC Stock in connection with the tender materials and the tender instruction form described hereinoffer. The Employer shall Sponsor shall, upon request, provide the Trustee with a copy of any materials material provided to the Participants participants and shall (if the mailing is not handled by the Trustee) notify certify to the Trustee that the materials have been mailed or otherwise sent to Participantsparticipants. (B2) Each Participant with an interest in the FMC Stock Fund shall have the right to direct the Trustee to tender or not to tender some or all of the shares of Employer FMC Stock that are credited to his Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting such Participant's proportional interest in the FMC Stock Fund (both vested and unvested). Directions from a Participant to the Trustee concerning the tender of Employer FMC Stock shall be communicated in writing, or by such other means as is agreed upon by the Trustee and the Employer under the preceding paragraph. Sponsor.) These directions shall be held in confidence by the Trustee and shall not be divulged to the EmployerSponsor, or any officer or employee thereof, or any other person, person except to the extent that the consequences of such directions are reflected in reports regularly communicated to any such persons in the ordinary course of the performance of the Trustee's services hereunder. The Trustee shall tender or not tender shares of Employer FMC Stock as directed by the Participant. Except as otherwise required by law, the Trustee shall not tender shares of Employer FMC Stock that are credited to a Participant's Account, if the Plan uses share accounting, or, if accounting is by units of participation, that reflect reflecting a Participant's proportional interest in the FMC Stock Fund for which the Trustee it has received no direction from the Participant. (C3) Except as otherwise required by law, with respect to all shares of FMC Stock not credited to Participants' accounts (unallocated), the Trustee shall tender such shares in the same proportion as the total number of shares of FMC Stock credited to Participants' accounts that have been tendered by Participants or shareholders. (4) A Participant who has directed the Trustee to tender some or all of the shares of Employer FMC Stock that reflect reflecting the Participant's proportional interest in the FMC Stock Fund may, at any time prior to the tender offer withdrawal date, direct the Trustee to withdraw some or all of such the tendered sharesshares reflecting the Participant's proportional interest, and the Trustee shall withdraw the directed number of shares from the tender offer prior to the tender offer withdrawal deadline. Prior to the withdrawal deadline, if any shares of FMC Stock not credited to Participants' accounts have been tendered, the Trustee shall redetermine the number of shares of FMC Stock that would be tendered under Section 5(e)(xvii)(B)(3) if the date of the foregoing withdrawal were the date of determination, and withdraw from the tender offer the number of shares of FMC Stock not credited to Participants' accounts necessary to reduce the amount of tendered FMC Stock not credited to Participants' accounts to the amount so redetermined. A Participant shall not be limited as to the number of directions to tender or withdraw that the Participant may give to the Trustee. (D5) A direction by a Participant to the Trustee to tender shares of Employer FMC Stock that reflect reflecting the Participant's proportional interest in the FMC Stock Fund shall not be considered a written election under the Plan by the Participant to withdraw, or have distributed, any or all of his withdrawable shares. If the Plan uses share accounting, the Trustee shall credit to the Participant's Account the proceeds received by the Trustee in exchange for the shares of Employer Stock tendered from the Participant's Account. If accounting is by units of participation, the The Trustee shall credit to each proportional interest of the Participant from which the tendered shares were taken the proceeds received by the Trustee in exchange for the shares of Employer FMC Stock tendered from that interest. Pending receipt of direction directions (through the Administrator) from the Participant or the named fiduciaryNamed Fiduciary, as provided in the Plan, as to which of the remaining Permissible Investments investment options the proceeds should be invested in, the Trustee shall invest the proceeds in the Permissible Investment specified for such purposes investment option described in the Service Agreement or, if no such Permissible Investment has been specified, the most conservative Permissible Investment designated by the Employer in the Service AgreementSchedule "C".