Common use of Voting of Company Stock Clause in Contracts

Voting of Company Stock. (a) The Trustee shall Vote the shares of Company Stock held by the Trust at any annual or special meeting of the stockholders of the Company in accordance with Voting directions from employees as hereinafter set (b) After the determination of a Record Date and within a reasonable time before the date scheduled for a Company stockholder meeting, the Company shall provide to the Trustee a list of the names and addresses of each person who is an Appointed Person and the Trustee shall determine, pursuant to this Section, the number of shares of Company Stock to be allocated to the account of each Appointed Person. In addition, the Company shall deliver to the Trustee copies of any proxy or consent solicitation materials the Company may have prepared. If proxies or consents are solicited by any person other than the Company's board of directors, the Trustee shall request copies of materials prepared by such person regarding any contested matter under consideration. (c) Upon receipt of the information and materials described in paragraph (b), the Trustee shall distribute or make available copies thereof to each Appointed Person (except to the extent the Company has previously certified to the Trustee that copies of any such materials have been made available to each Appointed Person), together with a form prepared or approved by the Trustee by which the Appointed Person may give Voting directions to the Trustee. The Voting direction form shall state that if such person fails to return the prescribed direction form to the Trustee by the indicated Determination Date, the Trustee will conclusively presume that the person has rejected his or her appointment to become a Directing Fiduciary and that such person will thereafter have no responsibility or right to direct the Trustee as to how to Vote such Company Stock. The Trustee shall communicate the permissible methods of giving Voting directions and the Determination Date by which such directions must be received by the Trustee to all Appointed Persons. The Trustee shall Vote Company Stock held as of the applicable Record Date in accordance with directions received from Directing Fiduciaries pursuant to this Article IV. (d) Each Directing Fiduciary shall have the authority and shall be afforded the opportunity to direct the Trustee as to how to Vote his pro rata portion (as hereinafter determined) of all Company Stock held in this Trust and allocated to him or her for the purposes described in this Article IV. Each Directing Fiduciary who is a trustee of an International Company Stock Arrangement shall be allocated a pro rata share of that portion of Company Stock held in the Trust which is determined as the respective percentage of Company Stock held in the Trust Fund that bears an equal proportion to the ratio between the number of shares of Company Stock held in trust for the International Company Stock Arrangement and the aggregate number of shares of Company Stock held as of the Record Date by all trustees of Company Stock Arrangements. If any such trustee shall fail to become a Directing Fiduciary by failing to return Voting directions in the timely manner permitted by the Trustee, shares of Company Stock otherwise allocated to that particular trustee shall be allocated proportionately among all other such International Company Stock Arrangement trustees who become Directing Fiduciaries. The shares of Company Stock allocated to Directing Fiduciaries who are Employees shall be determined by subtracting the total number of shares of Company Stock held in the Trust which is allocated to Directing Fiduciaries who are trustees of International Company Stock Arrangements from the total number of shares held in the Trust as of the Record Date. Each Directing Fiduciary who is an Employee shall be allocated and shall direct the Trustee to Vote with respect to that number of shares of Company Stock held by the Trust as of the Record Date which is determined by dividing the number of shares held in the Trust as of the Record Date which are allocated to Directing Fiduciaries who are Employees, by the number of Directing Fiduciaries who are Employees. (e) The Trustee shall not reveal or release any individual Employee's Voting directions given as a Directing Fiduciary to the Company, its officers, directors, employees, or representatives. Notwithstanding the foregoing, the Trustee may inform the Company or other party soliciting proxies or consents, at the request of either of them, of the approximate number of shares of Company Stock for which Voting directions have been received as of a given point in time and the manner in which such shares are required to be Voted in the aggregate, when the votes are cast by the Trustee.

Voting of Company Stock. All voting rights on shares of Company Stock held in the Company Stock Fund shall be exercised by the Trustee only as directed by the Participants acting in their capacity as "Named Fiduciaries" (aas defined in Section 402 of ERISA) The in accordance with the following provisions of this Paragraph 4: (i) As soon as practicable before each annual or special shareholders' meeting of the Company, the Trustee shall Vote furnish to each Participant sufficient copies of the proxy solicitation material sent generally to shareholders, together with a form requesting confidential instructions on how the shares of Company Stock held by allocated to such Participant's account, and, separately, such shares of Company Stock as may be unallocated ("Unallocated Shares") or allocated to Participant accounts but for which the Trust at any annual or special meeting of Trustee does not receive timely voting instruction from the stockholders of the Company in accordance with Voting directions from employees as hereinafter set Participant (b) After the determination "Non-Directed Shares"), (including fractional shares to 1/1000th of a Record Date share) are to be voted. The direction with respect to Non-Directed Shares and within Unallocated Shares shall apply to such number of votes equal to the total number of votes attributable to Non-Directed Shares and Unallocated Shares multiplied by a reasonable time before the date scheduled for a Company stockholder meetingfraction, the Company shall provide to the Trustee a list numerator of the names and addresses of each person who which is an Appointed Person and the Trustee shall determine, pursuant to this Section, the number of shares of Company Stock to be allocated credited to the Participant's account and the denominator of each Appointed Person. In addition, which is the Company shall deliver total number of shares credited to the accounts of all such Participants who have timely provided directions to the Trustee copies with respect to Non-Directed Shares and Unallocated Shares under this Paragraph 4. The Company and the ESOP Administrators will cooperate with the Trustee to ensure that Participants receive the requisite information in a timely manner. The materials furnished to the Participants shall include a notice from the Trustee that the Trustee will vote any shares for which timely instructions are not received by the Trustee as may be directed by those voting Participants, acting in their capacity as Named Fiduciaries of any proxy or consent solicitation materials the Company may have preparedPlan as provided above. If proxies or consents are solicited by any person other than the Company's board Upon timely receipt of directorssuch instructions, the Trustee shall request copies of materials prepared by such person regarding any contested matter under consideration. (c) Upon receipt of vote the information and materials described in paragraph (b), the Trustee shall distribute or make available copies thereof to each Appointed Person (except to the extent the Company has previously certified to the Trustee that copies of any such materials have been made available to each Appointed Person), together with a form prepared or approved by the Trustee by which the Appointed Person may give Voting directions to the Trusteeshares as instructed. The Voting direction form shall state that if such person fails to return the prescribed direction form to the Trustee by the indicated Determination Date, the Trustee will conclusively presume that the person has rejected his or her appointment to become a Directing Fiduciary and that such person will thereafter have no responsibility or right to direct the Trustee as to how to Vote such Company Stock. The Trustee shall communicate the permissible methods of giving Voting directions and the Determination Date by which such directions must be instructions received by the Trustee from Participants or Beneficiaries shall be held by the Trustee in strict confidence and shall not be divulged or released to all Appointed Persons. The Trustee shall Vote Company Stock held as any person including directors, officers or employees of the applicable Record Date in accordance with directions received from Directing Fiduciaries pursuant to this Article IVCompany, or of any other company, except as otherwise required by law. (dii) Each Directing Fiduciary shall have the authority and shall be afforded the opportunity With respect to direct the Trustee as all corporate matters submitted to how to Vote his pro rata portion (as hereinafter determined) of shareholders, all Company Stock held in this Trust and allocated to him or her for the purposes described in this Article IV. Each Directing Fiduciary who is a trustee of an International Company Stock Arrangement shall be allocated a pro rata share of that portion of Company Stock held in the Trust which is determined as the respective percentage of Company Stock held in the Trust Fund that bears an equal proportion to the ratio between the number of shares of Company Stock held in trust for the International Company Stock Arrangement and the aggregate number of shares of Company Stock held as of the Record Date by all trustees of Company Stock Arrangements. If any such trustee shall fail to become a Directing Fiduciary by failing to return Voting directions in the timely manner permitted by the Trustee, shares of Company Stock otherwise allocated to that particular trustee shall be allocated proportionately among all other voted only in accordance with the directions of such International Company Stock Arrangement trustees who become Directing FiduciariesParticipants as Named Fiduciaries as given to the Trustee as provided in Section 4(L)(i). The With respect to shares of Company Stock allocated to Directing Fiduciaries who are Employees the account of a deceased Participant, such Participant's Beneficiary, as Named Fiduciary, shall be determined by subtracting entitled to direct the total number voting of shares of Company Stock held in Sock as if such Beneficiary were the Trust which is allocated to Directing Fiduciaries who are trustees of International Company Stock Arrangements from the total number of shares held in the Trust as of the Record Date. Each Directing Fiduciary who is an Employee shall be allocated and shall direct the Trustee to Vote with respect to that number of shares of Company Stock held by the Trust as of the Record Date which is determined by dividing the number of shares held in the Trust as of the Record Date which are allocated to Directing Fiduciaries who are Employees, by the number of Directing Fiduciaries who are EmployeesParticipant. (e) The Trustee shall not reveal or release any individual Employee's Voting directions given as a Directing Fiduciary to the Company, its officers, directors, employees, or representatives. Notwithstanding the foregoing, the Trustee may inform the Company or other party soliciting proxies or consents, at the request of either of them, of the approximate number of shares of Company Stock for which Voting directions have been received as of a given point in time and the manner in which such shares are required to be Voted in the aggregate, when the votes are cast by the Trustee.

Voting of Company Stock. (a) The Trustee shall Vote the shares of Company Stock held by the Trust at any annual or special meeting of the stockholders of When the Company in accordance files preliminary or final proxy solicitation materials with Voting directions from employees as hereinafter set (b) After the determination of a Record Date Securities and within a reasonable time before the date scheduled for a Company stockholder meetingExchange Commission, the Company shall provide cause a copy of all materials to be simultaneously sent to the Trustee a list of the names and addresses of each person who is an Appointed Person and Trustee. Based on these materials, the Trustee shall determine, pursuant to this Section, prepare a voting instruction form. At the number time of shares mailing of Company Stock to be allocated to the account notice of each Appointed Person. In additionannual or special stockholders' meeting of the Company, the Company shall deliver cause a copy of the notice and all proxy solicitation materials to be sent to each Member with an interest in Company Stock held in the Trust, together with the foregoing voting instruction form to be returned to the Trustee copies or its designee. The form shall show the number of full and fractional shares of the Company Stock credited to each Member's or former Member's Account. The Company shall provide the Trustee with a copy of any proxy or consent solicitation materials the Company may have prepared. If proxies or consents are solicited by any person other than the Company's board of directors, the Trustee shall request copies of materials prepared by such person regarding any contested matter under consideration. (c) Upon receipt of the information and materials described in paragraph (b), the Trustee shall distribute or make available copies thereof to each Appointed Person (except provided to the extent the Company has previously certified Members and shall certify to the Trustee that copies of any such the materials have been made available to each Appointed Person), together with a form prepared mailed or approved by the Trustee by which the Appointed Person may give Voting directions otherwise sent to the TrusteeMembers and former Members. The Voting direction form Each Member and former Member with an interest in Company Stock held in the Trust shall state that if such person fails to return have the prescribed direction form to the Trustee by the indicated Determination Date, the Trustee will conclusively presume that the person has rejected his or her appointment to become a Directing Fiduciary and that such person will thereafter have no responsibility or right to direct the Trustee as to how to Vote such Company Stock. The Trustee shall communicate the permissible methods of giving Voting directions and the Determination Date by manner in which such directions must be received by the Trustee is to all Appointed Persons. The Trustee shall Vote vote the number of shares of the Company Stock held as of reflecting such Member's or former Member's proportional interest in the applicable Record Date in accordance with directions received from Directing Fiduciaries pursuant to this Article IV. (d) Each Directing Fiduciary shall have the authority and shall be afforded the opportunity to direct the Trustee as to how to Vote his pro rata portion (as hereinafter determined) of all Company Stock held in this Trust and allocated the Trust. Directions from a Member or former Member to him or her for the purposes described in this Article IV. Each Directing Fiduciary who is a trustee Trustee concerning the voting of an International the Company Stock Arrangement shall be allocated a pro rata share communicated in writing, or by mailgram or similar means. These directions shall be held in confidence by the Trustee and shall not be divulged to the Company, or any officer or employee thereof, or any other person except to the extent that the Company must have the safeguarded information in order to comply with federal laws or state laws not preempted by ERISA. Upon its receipt of that portion the directions, the Trustee shall vote the shares of the Company Stock reflecting the Member's or former Member's proportional interest in the Company Stock held in the Trust which is determined as directed by the respective percentage Member or former Member. The Trustee shall vote shares of the Company Stock reflecting such Member's or former Member's proportional interest in the Company Stock held in the Trust Fund that bears an equal proportion to for which it has received no directions from the ratio between the number of shares of Company Stock held in trust for the International Company Stock Arrangement and the aggregate number of shares of Company Stock held as of the Record Date by all trustees of Company Stock Arrangements. If any such trustee shall fail to become a Directing Fiduciary by failing to return Voting directions Member or former Member in the timely manner permitted by the Trustee, same proportion on each issue as it votes those shares of Company Stock otherwise allocated to that particular trustee shall be allocated proportionately among all other such International Company Stock Arrangement trustees who become Directing Fiduciariesfor which it received voting directions from Members and former Members. The shares of Company Stock allocated to Directing Fiduciaries who are Employees shall be determined by subtracting the total number of shares of Company Stock held in the Trust which is allocated to Directing Fiduciaries who are trustees of International Company Stock Arrangements from the total number of shares held in the Trust as of the Record Date. Each Directing Fiduciary who is an Employee shall be allocated and shall direct the Trustee to Vote with respect to that number of shares of Company Stock held by the Trust as of the Record Date which is determined by dividing the number of shares held in the Trust as of the Record Date which are allocated to Directing Fiduciaries who are Employees, by the number of Directing Fiduciaries who are Employees. (e) The Trustee shall not reveal or release any individual Employee's Voting directions given as a Directing Fiduciary to the Company, its officers, directors, employees, or representatives. Notwithstanding the foregoing, the Trustee may inform vote shares of the Company Stock not credited to Members' or other party soliciting proxies or consents, at former Members' Accounts in the request of either of them, of the approximate number of same proportion on each issue as it votes those shares of Company Stock credited to Members' and former Members' Accounts for which Voting it received voting directions have been received as of a given point in time from Members and the manner in which such shares are required to be Voted in the aggregate, when the votes are cast by the Trusteeformer Members.

Voting of Company Stock. With respect to all Covered Shares, Supporting Stockholder hereby agrees that, within 48 hours of receiving reasonable evidence that the Company 148950040.6 has received written consents to the Merger from each of the parties listed on Schedule A attached to the Merger Agreement (ai.e. Sony Music Entertainment, Universal Music, and Warner Music Group or their respective affiliates) The Trustee shall Vote consenting to assignment of their contracts with the shares Company without requiring the making of Company Stock held any payments in excess of what is contractually required, Supporting Stockholder will adopt, without a meeting and without prior notice, pursuant to Section 228 of the Act, the Written Consent and will deliver such consent to the Company. Supporting Stockholder irrevocably agrees not to vote or cause or permit to be voted, the Covered Shares, or consent to any action by written consent, in any manner (i) contrary to the Written Consent or (ii) in favor of any other action, agreement or proposal, that would reasonably be expected to impede, interfere with, delay, postpone, frustrate, prevent, nullify or adversely affect the Merger or any of the transactions contemplated by the Trust Merger Agreement. Supporting Stockholder agrees that, except as may be requested by Buyer, such Supporting Stockholder will not revoke or rescind the Written Consent and further agrees not to vote in favor or adopt any resolutions rescinding or revoking any such consent or any resolution contained therein or otherwise precluding or rescinding approval of the Merger or the adoption of the Merger Agreement. Supporting Stockholder hereby irrevocably grants to, and appoints, Buyer and any individual hereafter designated by Buyer, and each of them, such Supporting Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Supporting Stockholder, to vote, or cause to be voted, the Covered Shares, or grant a consent or approval in respect of the Covered Shares, at any annual or special every duly-noticed and validly-held meeting of the stockholders Stockholders, or any adjournment or postponement thereof, or pursuant to any written consent of the Company Stockholders, and to take any other action or execute any other document, in accordance each case, with Voting directions from employees as hereinafter set (b) After the determination of a Record Date and within a reasonable time before the date scheduled for a Company stockholder meeting, the Company shall provide respect to the Trustee a list of matters and in the names and addresses of each person who is an Appointed Person and manner specified in Section 1. Parent will exercise its ability to vote the Trustee shall determine, Covered Shares as set forth in this Section 1 solely in the event that such Supporting Stockholder fails to deliver the Written Consent or otherwise vote the Covered Shares as required pursuant to this Section, Section 1. Supporting Stockholder hereby affirms that the number of shares of Company Stock to be allocated to irrevocable proxy set forth in this Section 1 is given in connection with the account of each Appointed Person. In addition, the Company shall deliver to the Trustee copies of any proxy or consent solicitation materials the Company may have prepared. If proxies or consents are solicited by any person other than the Company's board of directors, the Trustee shall request copies of materials prepared by such person regarding any contested matter under consideration. (c) Upon receipt execution of the information and materials described in paragraph (b)Merger Agreement, the Trustee shall distribute or make available copies thereof to each Appointed Person (except to the extent the Company has previously certified to the Trustee that copies of any such materials have been made available to each Appointed Person), together with a form prepared or approved by the Trustee by which the Appointed Person may give Voting directions to the Trustee. The Voting direction form shall state that if such person fails to return the prescribed direction form to the Trustee by the indicated Determination Date, the Trustee will conclusively presume that the person has rejected his or her appointment to become a Directing Fiduciary and that such person will thereafter have irrevocable proxy is given to secure the performance of the duties of such Supporting Stockholder under this Agreement. Subject to this Section 1, this grant of proxy is coupled with an interest, may under no responsibility circumstances be revoked, and shall survive the dissolution, bankruptcy, death, or right to direct the Trustee as to how to Vote other incapacity of Supporting Stockholder. Supporting Stockholder hereby represents that any proxies heretofore given in respect of such Supporting Stockholder’s Company Stock. The Trustee shall communicate the permissible methods of giving Voting directions , if any, are revocable, and the Determination Date by which hereby revokes all such directions must be received by the Trustee to all Appointed Persons. The Trustee shall Vote Company Stock held as of the applicable Record Date in accordance with directions received from Directing Fiduciaries pursuant to this Article IVproxies. (d) Each Directing Fiduciary shall have the authority and shall be afforded the opportunity to direct the Trustee as to how to Vote his pro rata portion (as hereinafter determined) of all Company Stock held in this Trust and allocated to him or her for the purposes described in this Article IV. Each Directing Fiduciary who is a trustee of an International Company Stock Arrangement shall be allocated a pro rata share of that portion of Company Stock held in the Trust which is determined as the respective percentage of Company Stock held in the Trust Fund that bears an equal proportion to the ratio between the number of shares of Company Stock held in trust for the International Company Stock Arrangement and the aggregate number of shares of Company Stock held as of the Record Date by all trustees of Company Stock Arrangements. If any such trustee shall fail to become a Directing Fiduciary by failing to return Voting directions in the timely manner permitted by the Trustee, shares of Company Stock otherwise allocated to that particular trustee shall be allocated proportionately among all other such International Company Stock Arrangement trustees who become Directing Fiduciaries. The shares of Company Stock allocated to Directing Fiduciaries who are Employees shall be determined by subtracting the total number of shares of Company Stock held in the Trust which is allocated to Directing Fiduciaries who are trustees of International Company Stock Arrangements from the total number of shares held in the Trust as of the Record Date. Each Directing Fiduciary who is an Employee shall be allocated and shall direct the Trustee to Vote with respect to that number of shares of Company Stock held by the Trust as of the Record Date which is determined by dividing the number of shares held in the Trust as of the Record Date which are allocated to Directing Fiduciaries who are Employees, by the number of Directing Fiduciaries who are Employees. (e) The Trustee shall not reveal or release any individual Employee's Voting directions given as a Directing Fiduciary to the Company, its officers, directors, employees, or representatives. Notwithstanding the foregoing, the Trustee may inform the Company or other party soliciting proxies or consents, at the request of either of them, of the approximate number of shares of Company Stock for which Voting directions have been received as of a given point in time and the manner in which such shares are required to be Voted in the aggregate, when the votes are cast by the Trustee.

Voting of Company Stock. (a) The Trustee shall Vote the shares of Company Stock held by the Trust at Notwithstanding any annual or special meeting other provision of the stockholders of Plan. to the Company in accordance with Voting directions from employees as hereinafter set (b) After the determination of a Record Date and within a reasonable time before the date scheduled for a Company stockholder meetingcontrary, the Company shall provide to the Trustee a list of the names and addresses of each person who is an Appointed Person and the Trustee shall determine, pursuant to this Section, the number of shares of Company Stock to be allocated to the account of each Appointed Person. In addition, the Company shall deliver to the Trustee copies of any proxy or consent solicitation materials the Company may have prepared. If proxies or consents are solicited by any person other than the Company's board of directors, the Trustee shall request copies of materials prepared by such person regarding any contested matter under consideration. (c) Upon receipt of the information and materials described in paragraph (b), the Trustee shall distribute or make available copies thereof to each Appointed Person (except to the extent the Company has previously certified to the Trustee that copies of any such materials have been made available to each Appointed Person), together with a form prepared or approved by the Trustee by which the Appointed Person may give Voting directions to the Trustee. The Voting direction form shall state that if such person fails to return the prescribed direction form to the Trustee by the indicated Determination Date, the Trustee will conclusively presume that the person has rejected his or her appointment to become a Directing Fiduciary and that such person will thereafter have no responsibility or right to direct the Trustee as to how to Vote such Company Stock. The Trustee shall communicate the permissible methods of giving Voting directions and the Determination Date by which such directions must be received by the Trustee to all Appointed Persons. The Trustee shall Vote Company Stock held as of the applicable Record Date in accordance with directions received from Directing Fiduciaries pursuant to this Article IV. (d) Each Directing Fiduciary shall have the authority and shall be afforded the opportunity to direct the Trustee as to how to Vote his pro rata portion (as hereinafter determined) voting of all Company Stock held in this Trust and allocated to him or her for the purposes described in this Article IV. Each Directing Fiduciary who is a trustee of an International Company Stock Arrangement shall be allocated a pro rata share of that portion of Company Stock held in the Trust which is determined as the respective percentage of Company Stock held in the Trust Fund that bears an equal proportion shall be voted by the Trustees as provided below: (a) If the Company has a registration-type class of securities (as defined in section 409(c)(4) of the Code), then with respect to all corporate matters, each Participant shall be entitled to direct the Trustees as to the ratio between the number voting of shares of all Company Stock held allocated and credited to his Accounts. If the Company does not have a registration-type class of securities, then only with respect to such matters as the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of trade or business, or such similar transactions as may be prescribed in trust Treasury Regulations, each Participant shall be entitled to direct the Trustees as to the voting of all Company Stock allocated and credited to his Accounts. (b) All Participants entitled to direct such voting shall be notified by the Company, pursuant to its normal communications with shareholders, of each occasion for the International exercise of such voting rights within a reasonable time before such rights are to be exercised. Such notification shall include all information distributed to shareholders either by the Company Stock Arrangement and or any other party regarding the exercise of such rights. Such Participants shall be so entitled to direct the voting of fractional shares (or fractional interests in shares), provided, however, that the Trustees may, to the extent possible, vote the combined fractional shares (or fractional interests in shares) so as to reflect the aggregate number direction of all Participants giving directions with respect to fractional shares of Company Stock held as of (or fractional interests in shares). (c) The Trustees shall not express any opinion or give my advice or recommendation to any Participant concerning the Record Date by all trustees of Company Stock Arrangements. If any such trustee shall fail to become a Directing Fiduciary by failing to return Voting directions in the timely manner permitted by the Trustee, shares of Company Stock otherwise allocated to that particular trustee shall be allocated proportionately among all other such International Company Stock Arrangement trustees who become Directing Fiduciaries. The shares voting direction of Company Stock allocated to Directing Fiduciaries who are Employees his Account, nor shall be determined by subtracting the total number of shares of Company Stock held in the Trust which is allocated they have any authority or responsibility to Directing Fiduciaries who are trustees of International Company Stock Arrangements from the total number of shares held in the Trust as of the Record Date. Each Directing Fiduciary who is an Employee do so. (d) The Trustees shall be allocated and shall direct the Trustee to Vote maintain confidentiality with respect to that number the voting directions of shares of Company Stock held by the Trust as of the Record Date which is determined by dividing the number of shares held in the Trust as of the Record Date which are allocated to Directing Fiduciaries who are Employees, by the number of Directing Fiduciaries who are Employees. (e) The Trustee all Participants and shall not reveal or release any individual Employeea Participant's Voting voting directions given as a Directing Fiduciary to the Company, its officers, directors, employees, or representatives. Notwithstanding The Company, with the foregoingTrustees' cooperation, may take such action as is necessary to maintain the Trustee may inform confidentiality of Participants' records including without limitation, 7 115 establishment of a security system and procedures which restrict access to Participant records and retention of an independent agent to maintain such records. If an independent record keeping agent is retained, such agent must agree, as a condition of its retention by the Company Company, not to disclose the voting directions of any Participant to the Company, its officers, directors, employees, or other party soliciting proxies or consents, at the request representatives. (e) Each Participant shall be a named fiduciary (as that term is defined section 402(a)(2) of either of them, of the approximate number of shares of ERISA) with respect to Company Stock for which Voting directions he has the right to direct the voting under the Plan but solely for the purpose of exercising voting rights pursuant to this Section 15.02 or Offers pursuant to Section 15.01. (f) The Trustees shall have been received the discretion or authority to exercise any voting rights of any Company Stock to the extent, and only to the extent, any such Company Stock is not allocated to Participants' Accounts or a Participant fails to direct the Trustees as to the exercise of voting rights arising under any Company Stock credited to his Accounts. In exercising their fiduciary responsibility with respect to voting, the Trustees may delegate their discretion or authority to an independent third party who shall serve as a given point fiduciary or may seek advice from a third party with respect to their fiduciary responsibility. (g) In the event a court of competent jurisdiction shall issue an opinion or order to the Plan, the Company or the Trustees, which shall, in time and the opinion of counsel to the Company or the Trustees, invalidate, in all circumstances or in any particular circumstances, any provision or provisions of this Section regarding the manner in which such shares are required to be Voted Company Stock held in the aggregateTrust shall be voted or cause any such provision or provisions to conflict with ERISA, when then, upon notice thereof to the votes are cast by Company or the TrusteeTrustees, as the case may be, such invalid or conflicting provisions of this Section shall be given no further force or effect.

Voting of Company Stock. All voting rights on shares of Company Stock held in the Company Stock Fund shall be exercised by the Trustee only as directed by the Participants acting in their capacity as "Named Fiduciaries" (aas defined in Section 402 of ERISA) The in accordance with the following provisions of this Paragraph 4: (i) As soon as practicable before each annual or special shareholders' meeting of the Company, the Trustee shall Vote furnish to each Participant sufficient copies of the proxy solicitation material sent generally to shareholders, together with a form requesting confidential instructions on how the shares of Company Stock held by allocated to such Participant's account, and, separately, such shares of Company Stock as may be unallocated ("Unallocated Shares") or allocated to Participant accounts but for which the Trust at any annual or special meeting of Trustee does not receive timely voting instruction from the stockholders of the Company in accordance with Voting directions from employees as hereinafter set Participant (b) After the determination "Non-Directed Shares"), (including fractional shares to 1/1000th of a Record Date share) are to be voted. The direction with respect to Non-Directed Shares and within Unallocated Shares shall apply to such number of votes equal to the total number of votes attributable to Non-Directed Shares and Unallocated Shares multiplied by a reasonable time before the date scheduled for a Company stockholder meetingfraction, the Company shall provide to the Trustee a list numerator of the names and addresses of each person who which is an Appointed Person and the Trustee shall determine, pursuant to this Section, the number of shares of Company Stock to be allocated credited to the Participant's account and the denominator of each Appointed Person. In addition, which is the Company shall deliver total number of shares credited to the accounts of all such Participants who have timely provided directions to the Trustee copies with respect to Non-Directed Shares and Unallocated Shares under this Paragraph 4. The Company and the Committee will cooperate with the Trustee to ensure that Participants receive the requisite information in a timely manner. The materials furnished to the Participants shall include a notice from the Trustee that the Trustee will vote any shares for which timely instructions are not received by the Trustee as may be directed by those voting Participants, acting in their capacity as Named Fiduciaries of any proxy or consent solicitation materials the Company may have preparedPlan as provided above. If proxies or consents are solicited by any person other than the Company's board Upon timely receipt of directorssuch instructions, the Trustee shall request copies of materials prepared by such person regarding any contested matter under consideration. (c) Upon receipt of vote the information and materials described in paragraph (b), the Trustee shall distribute or make available copies thereof to each Appointed Person (except to the extent the Company has previously certified to the Trustee that copies of any such materials have been made available to each Appointed Person), together with a form prepared or approved by the Trustee by which the Appointed Person may give Voting directions to the Trusteeshares as instructed. The Voting direction form shall state that if such person fails to return the prescribed direction form to the Trustee by the indicated Determination Date, the Trustee will conclusively presume that the person has rejected his or her appointment to become a Directing Fiduciary and that such person will thereafter have no responsibility or right to direct the Trustee as to how to Vote such Company Stock. The Trustee shall communicate the permissible methods of giving Voting directions and the Determination Date by which such directions must be instructions received by the Trustee from Participants or Beneficiaries shall be held by the Trustee in strict confidence and shall not be divulged or released to all Appointed Persons. The Trustee shall Vote Company Stock held as any person including directors, officers or employees of the applicable Record Date in accordance with directions received from Directing Fiduciaries pursuant to this Article IVCompany, or of any other company, except as otherwise required by law. (dii) Each Directing Fiduciary shall have the authority and shall be afforded the opportunity With respect to direct the Trustee as all corporate matters submitted to how to Vote his pro rata portion (as hereinafter determined) of shareholders, all Company Stock held in this Trust and allocated to him or her for the purposes described in this Article IV. Each Directing Fiduciary who is a trustee of an International Company Stock Arrangement shall be allocated a pro rata share of that portion of Company Stock held in the Trust which is determined as the respective percentage of Company Stock held in the Trust Fund that bears an equal proportion to the ratio between the number of shares of Company Stock held in trust for the International Company Stock Arrangement and the aggregate number of shares of Company Stock held as of the Record Date by all trustees of Company Stock Arrangements. If any such trustee shall fail to become a Directing Fiduciary by failing to return Voting directions in the timely manner permitted by the Trustee, shares of Company Stock otherwise allocated to that particular trustee shall be allocated proportionately among all other voted only in accordance with the directions of such International Company Stock Arrangement trustees who become Directing FiduciariesParticipants as Named Fiduciaries as given to the Trustee as provided in Section 4(L)(i). The With respect to shares of Company Stock allocated to Directing Fiduciaries who are Employees the account of a deceased Participant, such Participant's Beneficiary, as Named Fiduciary, shall be determined by subtracting entitled to direct the total number voting of shares of Company Stock held in Sock as if such Beneficiary were the Trust which is allocated to Directing Fiduciaries who are trustees of International Company Stock Arrangements from the total number of shares held in the Trust as of the Record Date. Each Directing Fiduciary who is an Employee shall be allocated and shall direct the Trustee to Vote with respect to that number of shares of Company Stock held by the Trust as of the Record Date which is determined by dividing the number of shares held in the Trust as of the Record Date which are allocated to Directing Fiduciaries who are Employees, by the number of Directing Fiduciaries who are EmployeesParticipant. (e) The Trustee shall not reveal or release any individual Employee's Voting directions given as a Directing Fiduciary to the Company, its officers, directors, employees, or representatives. Notwithstanding the foregoing, the Trustee may inform the Company or other party soliciting proxies or consents, at the request of either of them, of the approximate number of shares of Company Stock for which Voting directions have been received as of a given point in time and the manner in which such shares are required to be Voted in the aggregate, when the votes are cast by the Trustee.

Voting of Company Stock. (a) The Trustee shall Vote follow the directions of each Plan Participant, or in the case of a DC Plan, each trustee of any trust established under a DC Plan, as to the manner in which shares of Company Stock held by the Trust are to be voted on each matter brought before an annual or special stockholders' meeting of the Company or the manner in which any consent is to be executed, in each case as provided below. Before each such meeting of stockholders, the Trustee shall cause to be furnished to each Plan Participant and to the trustee of each trust established under each DC Plan, as the case may be, a copy of the proxy solicitation material received by the Trustee, together with a form requesting confidential instructions as to how to vote the shares of Company Stock held by the Trust at any annual or special meeting Trustee. Upon timely receipt of directions from the Plan Participants and of the stockholders of DC Plans Trustee Certification, as the Company in accordance with Voting directions from employees as hereinafter set (b) After the determination of a Record Date and within a reasonable time before the date scheduled for a Company stockholder meetingcase may be, the Company shall provide to the Trustee a list of the names and addresses of each person who is an Appointed Person and the Trustee shall determine, on each such matter vote the number of shares (including fractional shares) of Company Stock held by the Trust as follows: The Trustee shall first divide the Company Stock held in the Trust Fund into those shares to be directed by Plan participants other than with respect to each DC Plan ("Participant Shares") and those to be directed pursuant to this Sectionthe DC Plans Trustee Certification ("DC Shares"), which division shall be in the same ratio as the cumulative number of shares of Company Stock allocated to the Plans other than the DC Plans, whether or not from the Trust, from the beginning of fiscal year 1992 until the end of the close of business on the 30th day prior to the date of such stockholders' meeting (the "Relevant Period") bears to the number of shares of Company Stock to be allocated to the account of each Appointed PersonDC Plans, whether or not from the Trust, with respect to such period. In addition, the Company The Participant Shares shall deliver to the Trustee copies of any proxy or consent solicitation materials the Company may have prepared. If proxies or consents are solicited by any person other than the Company's board of directors, the Trustee shall request copies of materials prepared by such person regarding any contested matter under consideration. (c) Upon receipt of the information and materials described in paragraph (b), the Trustee shall distribute or make available copies thereof to each Appointed Person (except to the extent the Company has previously certified to the Trustee that copies of any such materials have been made available to each Appointed Person), together with a form prepared or approved be voted by the Trustee by which the Appointed Person may give Voting directions to the Trustee. The Voting direction form shall state that if such person fails to return the prescribed direction form to the Trustee as directed by the indicated Determination Date, the Trustee will conclusively presume that the person has rejected his or her appointment to become Plan Participants with each Plan Participant directing a Directing Fiduciary and that such person will thereafter have no responsibility or right to direct the Trustee as to how to Vote such Company Stock. The Trustee shall communicate the permissible methods of giving Voting directions and the Determination Date by which such directions must be received by the Trustee to all Appointed Persons. The Trustee shall Vote Company Stock held as of the applicable Record Date in accordance with directions received from Directing Fiduciaries pursuant to this Article IV. (d) Each Directing Fiduciary shall have the authority and shall be afforded the opportunity to direct the Trustee as to how to Vote his pro rata portion (as hereinafter determined) of all Company Stock held in this Trust and allocated to him or her for the purposes described in this Article IV. Each Directing Fiduciary who is a trustee of an International Company Stock Arrangement shall be allocated a pro rata share of that portion of Company Stock held in the Trust which is determined as the respective percentage of Company Stock held in the Trust Fund that bears an equal proportion to the ratio between the number of shares of Company Stock held in trust for (the International Company Stock Arrangement and "Participant Directed Amount") equal to the aggregate product of (x) the total number of shares Participant Shares and (y) a fraction, the numerator of Company Stock held as which is the number of the Record Date by all trustees of Company Stock Arrangements. If any such trustee shall fail to become a Directing Fiduciary by failing to return Voting directions in the timely manner permitted by the Trustee, shares of Company Stock otherwise allocated to that particular trustee shall be allocated proportionately among all other such International Company Stock Arrangement trustees who become Directing Fiduciaries. The shares Shares of Company Stock allocated to Directing Fiduciaries who are Employees shall be determined by subtracting such Plan Participant for the Relevant Period (as reflected in the Plan Committee Certification) and the denominator of which is the total number of shares of Company Stock allocated to all Plan Participants during the Relevant Period, other than by reason of allocations to a DC Plan. Any Participant Shares for which the Trustee does not receive a signed voting-direction instrument shall be voted for, against or to abstain in the same proportions as those Participant Shares for which the Trustee did receive instructions. Notwithstanding the foregoing, if more than 15% of the Company Stock held by the Trust would be Participant Shares directed by Plan Participants subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Section 16 Officers"), who are not otherwise excluded from voting on the particular matter, shares of Company Stock in excess of such percentage held by the Trust which is allocated to Directing Fiduciaries who are trustees would be voted in accordance with the instructions of International such participants shall instead be voted in the same proportion as all other Company Stock Arrangements from held by the Trustee is voted. For purposes of this Section 5.4, the Trustee shall, with respect to each DC Plan, assign to each DC Participant, a number of shares (the "DC Participant Directed Amount") equal to the product of (x) the total number of shares held in DC Shares, and (y) a fraction, the Trust as numerator of which is the Record Date. Each Directing Fiduciary who is an Employee shall be allocated and shall direct the Trustee to Vote with respect to that number of shares of Company Stock held by allocated to such DC Participant's account in any DC Plan for the Trust as Relevant Period, whether or not from the Trust, and the denominator of the Record Date which is determined by dividing the number of shares held in the Trust as of the Record Date which are allocated to Directing Fiduciaries who are Employees, by the number of Directing Fiduciaries who are Employees. (e) The Trustee shall not reveal or release any individual Employee's Voting directions given as a Directing Fiduciary to the Company, its officers, directors, employees, or representatives. Notwithstanding the foregoing, the Trustee may inform the Company or other party soliciting proxies or consents, at the request of either of them, of the approximate total number of shares of Company Stock contributed to the trustees of the trusts established under all the DC Plans with respect to the Relevant Period, whether or not from the Trust, in each case, as reflected in the DC Plans Trustee Certification. Each share assigned to each DC Participant in accordance with the previous sentence shall be voted in accordance with such participant's direction to the trustee of the DC Plan in which he participates with respect to shares of Company Stock allocated to his account in such DC Plan, as reflected in the DC Plans Trustee Certification. Any DC Shares which remain undirected pursuant to the foregoing provisions shall be voted for, against or to abstain in the same proportions as the DC Shares for which Voting directions have been received the Trustee is directed as of a given point in time and the manner in which such shares are required to be Voted provided above. Similar provisions shall apply in the aggregate, when the votes are cast case of any action by the Trusteeshareholder consent without a meeting.

Voting of Company Stock. (a) The Each Participant, or, if applicable, his Beneficiary, shall be entitled to direct the Trustee shall Vote as to the exercise of all voting rights attributable to shares of Company Stock held then allocated to such Participant’s Account in the Company Stock Component. All allocated Company Stock as to which such instructions have been received (which may include an instruction to abstain) shall be voted in accordance with such instructions. The Company and the Trustee shall take all steps necessary to assure that Participants’ directions shall remain confidential. The Company shall furnish the Trustee and each Participant with notices and information statements when voting rights are to be exercised in a time and manner which comply with applicable law. However, the Trustee shall vote any unallocated Company Stock in such manner as directed by the Trust at Investment Committee, unless the Trustee shall determine that to do so would be inconsistent with the provisions of Title I of ERISA. For purposes of instructing the Trustee as to the voting or tender of any annual unallocated Company Stock, the Investment Committee shall be deemed a named fiduciary of the Plan as provided in Section 403(a)(1) of ERISA. The Trustee shall vote any allocated Company Stock as to which no voting instructions have been received in the same proportion as allocated shares with respect to which it does receive directions, unless the Trustee shall determine that to do so would be inconsistent with the provisions of Title I of ERISA. In the event of a tender or special meeting exchange offer (an “Offer”) for shares of Company Stock, the Company, in conjunction with the Trustee, shall use its reasonable best efforts to cause all Participants to be furnished with all information as will be distributed to the stockholders of the Company in accordance with Voting directions from employees as hereinafter set (b) After the determination of a Record Date respect to such Offer, and within a reasonable time before the date scheduled for a Company stockholder meeting, the Company shall provide to the Trustee a list of the names and addresses of each person who is an Appointed Person and the Trustee shall determine, pursuant to this Section, the number of shares of Company Stock to be allocated to the account of each Appointed Person. In addition, the Company shall deliver to the Trustee copies of any proxy or consent solicitation materials the Company may have prepared. If proxies or consents are solicited by any person other than the Company's board of directors, the Trustee shall request copies of materials prepared by such person regarding any contested matter under consideration. (c) Upon receipt of the information and materials described in paragraph (b), the Trustee shall distribute or make available copies thereof to each Appointed Person (except to the extent the Company has previously certified to the Trustee that copies of any such materials have been made available to each Appointed Person), together provided with a form prepared or approved by the Trustee forms by which the Appointed Person Participant may give Voting directions to the Trustee. The Voting direction form shall state that if such person fails to return the prescribed direction form to the Trustee by the indicated Determination Date, the Trustee will conclusively presume that the person has rejected his or her appointment to become a Directing Fiduciary and that such person will thereafter have no responsibility or right to direct the Trustee as to how to Vote such Company Stock. The Trustee shall communicate the permissible methods of giving Voting directions and the Determination Date by which such directions must be received by the Trustee to all Appointed Persons. The Trustee shall Vote Company Stock held as of the applicable Record Date in accordance with directions received from Directing Fiduciaries pursuant to this Article IV. (d) Each Directing Fiduciary shall have the authority and shall be afforded the opportunity to direct the Trustee as to how to Vote his pro rata portion (as hereinafter determined) of all Company Stock held in this Trust and allocated to him or her for the purposes described in this Article IV. Each Directing Fiduciary who is a trustee of an International Company Stock Arrangement shall be allocated a pro rata share of that portion of Company Stock held in the Trust which is determined as the respective percentage of Company Stock held in the Trust Fund that bears an equal proportion to the ratio between the number of shares of Company Stock held in trust for the International Company Stock Arrangement and the aggregate number of shares of Company Stock held as of the Record Date by all trustees of Company Stock Arrangements. If any such trustee shall fail to become a Directing Fiduciary by failing to return Voting directions in the timely manner permitted by confidentially instruct the Trustee, shares of Company Stock otherwise allocated or revoke such instruction, to that particular trustee shall be allocated proportionately among all other such International Company Stock Arrangement trustees who become Directing Fiduciaries. The tender or exchange shares of Company Stock allocated to Directing Fiduciaries who are Employees his Account, to the extent permitted under the terms of such Offer. Upon timely receipt of such instructions, the Trustee shall be determined by subtracting follow the total number directions of each Participant as to the shares of Company Stock allocated to such Participant’s Account. Instructions received by the Trustee from Participants in connection with an Offer shall be held in strict confidence and, except as otherwise required by law, shall not be divulged or released to any person, including officers and other Worker Members of the Trust which is allocated Company. The Company and the Trustee shall take all steps necessary to Directing Fiduciaries who are trustees of International assure that Participants’ directions shall remain confidential. The Trustee shall tender or exchange any unallocated Company Stock Arrangements from in such manner as directed by the total number Investment Committee, unless the Trustee shall determine that to do so would be inconsistent with the provisions of shares held Title I of ERISA. The Trustee shall tender or exchange any allocated Company Stock as to which no instructions are received in the Trust same proportion as of the Record Date. Each Directing Fiduciary who is an Employee shall be allocated and shall direct the Trustee to Vote shares with respect to that number of shares of Company Stock held by which it does receive directions, unless the Trust as of the Record Date which is determined by dividing the number of shares held in the Trust as of the Record Date which are allocated to Directing Fiduciaries who are Employees, by the number of Directing Fiduciaries who are Employees. (e) The Trustee shall not reveal or release any individual Employee's Voting directions given as a Directing Fiduciary determine that to do so would be inconsistent with the Company, its officers, directors, employees, or representatives. Notwithstanding the foregoing, the Trustee may inform the Company or other party soliciting proxies or consents, at the request provisions of either Title I of them, of the approximate number of shares of Company Stock for which Voting directions have been received as of a given point in time and the manner in which such shares are required to be Voted in the aggregate, when the votes are cast by the TrusteeERISA.

Voting of Company Stock. (a) The Trustee shall Vote vote (or act by written consent with respect to) the shares of Company Stock held by the Trust at any annual or special meeting of the stockholders of the Company in accordance with Voting with, and by soliciting and receiving, directions from employees or on behalf of Eligible Participants. As soon as hereinafter set (b) After practicable following the determination of a Record Date and within a reasonable time before the record date scheduled for a Company stockholder meeting, the Company shall provide to the Trustee a list of the names and addresses of each person who is an Appointed Person and the Trustee shall determine, pursuant to this Section, the number of shares of Company Stock to be allocated to the account of each Appointed Person. In additionin question, the Company shall deliver to the Trustee copies a Participant Schedule listing Eligible Participants determined as of any proxy or consent solicitation materials such record date. Each Eligible Participant listed on such Participant Schedule shall have the Company may have prepared. If proxies or consents are solicited by any person other than the Company's board of directors, the Trustee shall request copies of materials prepared by such person regarding any contested matter under consideration. (c) Upon receipt of the information and materials described in paragraph (b), the Trustee shall distribute or make available copies thereof to each Appointed Person (except to the extent the Company has previously certified to the Trustee that copies of any such materials have been made available to each Appointed Person), together with a form prepared or approved by the Trustee by which the Appointed Person may give Voting directions to the Trustee. The Voting direction form shall state that if such person fails to return the prescribed direction form to the Trustee by the indicated Determination Date, the Trustee will conclusively presume that the person has rejected his or her appointment to become a Directing Fiduciary and that such person will thereafter have no responsibility or right to direct the Trustee as to how to Vote such Company Stock. The Trustee shall communicate the permissible methods of giving Voting directions and the Determination Date by which such directions must be received by the Trustee to all Appointed Persons. The Trustee shall Vote Company Stock held as of the applicable Record Date in accordance with directions received from Directing Fiduciaries pursuant to this Article IV. vote (dor written consent) Each Directing Fiduciary shall have the authority and shall be afforded the opportunity to direct the Trustee as to how to Vote his pro rata portion (as hereinafter determined) of all Company Stock held in this Trust and allocated to him or her for the purposes described in this Article IV. Each Directing Fiduciary who is a trustee of an International Company Stock Arrangement shall be allocated a pro rata share of that portion of Company Stock held in the Trust which is determined as the respective percentage of Company Stock held in the Trust Fund that bears an equal proportion to the ratio between the number of shares of Company Stock held in trust for the International Company Stock Arrangement and the aggregate number of shares of Company Stock held as of the Record Date by all trustees of Company Stock Arrangements. If any such trustee shall fail to become a Directing Fiduciary by failing to return Voting directions in the timely manner permitted by the Trustee, shares of Company Stock otherwise allocated to that particular trustee shall be allocated proportionately among all other such International Company Stock Arrangement trustees who become Directing Fiduciaries. The shares of Company Stock allocated to Directing Fiduciaries who are Employees shall be determined by subtracting the total number of shares of Company Stock held in the Trust which is allocated to Directing Fiduciaries who are trustees of International Company Stock Arrangements from the total number of shares held in the Trust as of the Record Date. Each Directing Fiduciary who is an Employee shall be allocated and shall direct the Trustee to Vote with respect to that number of shares of Company Stock held by the Trust as of that is derived by multiplying the Record Date which is determined by dividing the number of shares held in the Trust as of the Record Date which are allocated to Directing Fiduciaries who are Employees, by the number of Directing Fiduciaries who are Employees. (e) The Trustee shall not reveal or release any individual Employee's Voting directions given as a Directing Fiduciary to the Company, its officers, directors, employees, or representatives. Notwithstanding the foregoing, the Trustee may inform the Company or other party soliciting proxies or consents, at the request of either of them, of the approximate total number of shares of Company Stock for which Voting directions have been received as held by the Trust by X/Y, where (i) X is the sum of a given point in time and (a) the manner in which number of shares of Company Stock allocated to the account of such shares are required to be Voted Eligible Participant in the aggregateSavings Plan and (b) the number of shares of Company Stock that are subject to outstanding stock options granted to such Eligible Participant under the Stock Option Plans, when and where (ii) Y is the sum of (c) the number of shares of Company Stock allocated to all Eligible Participants in the Savings Plan who have given directions pursuant to this Subsection 7.1 and (d) the number of shares of Company Stock subject to outstanding stock options granted pursuant to the Stock Option Plans to all Eligible Participants in the Stock Option Plans who have given directions pursuant to this Subsection 7. 1. The Trustee shall devise and implement a procedure to assure confidentiality of any directions given by or on behalf of Eligible Participants in respect of votes are cast (or written consents). All actions taken by or on behalf of Eligible Participants pursuant to this Subsection 7.1 shall be held confidential by the TrusteeTrustee and shall not be divulged or released to any person, other than (i) agents of the Trustee who are not affiliated with the Company or its Affiliates, (ii) by virtue of the execution by the Trustee of any proxy, consent or letter of transmittal for the shares of Company Stock held in the Trust, or (iii) as may be required by court order.