Common Stock Fund. The Trustee shall invest and reinvest the assets ----------------- of the Common Stock Fund in the common stock of the Company, par value $1.00 (the "Common Stock"). Any dividends paid with respect to the Common Stock shall be reinvested in additional shares. Shares of Common Stock may be acquired from the Company, from other shareholders or on the open market; provided, however, that in no event shall the Trustee pay more than fair market value for the Common Stock. Notwithstanding any provision of the Plan or the Trust to the contrary, on all corporate matters requiring shareholder approval, each Participant, Former Participant, Retirement Participant or Former Retirement Participant who has elected to invest part of his Accounts in the Common Stock Fund shall have the right to direct the Trustee how to vote any Common Stock allocated to his Accounts. Prior to the holding of any special or annual meeting of the Company's shareholders, the Committee shall distribute to each Participant, Former Participant, Retirement Participant or Former Retirement Participant all proxy materials and a proxy form of ballot on which the Participant, Former Participant, Retirement Participant or Former Retirement Participant can direct the Trustee as to the voting of shares of Common Stock allocated to his Accounts. Any and all fractional shares of Common Stock allocated to the Participant's, Former Participant's, Retirement Participant's or Former Retirement Participant's Accounts shall be combined with other fractional shares of other Participants, Former Participants, Retirement Participants or Former Retirement Participants and shall be voted, to the extent possible, to reflect the direction of Participants, Former Participants, Retirement Participants or Former Retirement Participants holding such fractional shares. Shares of Common Stock for which no instructions are received shall be voted, for or against, by the Trustee in the same proportion as the shares for which the Trustee has received instructions from the Participant, Former Participant, Retirement Participant or Former Retirement Participant.
Common Stock Fund. The assets of the Common Stock Fund, including earnings thereon, are invested in RGH Common Stock purchased by the applicable Trustee or contributed by the Employers, with the portion of the fund not invested in Common Stock invested primarily in cash and short term investments. The applicable Trustee purchases RGH Common Stock at prevailing market prices in the open market, in privately negotiated transactions or directly from RGH. The applicable Trustee retains the RGH Common Stock in this fund regardless of market fluctuations, and, in the normal course of business, the applicable Trustee sells such stock only to meet administrative and distribution requirements of the Plan. The value of this fund will fluctuate based on the market price of RGH Common Stock. During the 1997 plan year, the Common Stock Fund was converted from "share" accounting to "unit" accounting. As a unitized stock fund, the Common Stock Fund holds shares of RGH Common Stock and a small percentage of cash and short-term instruments, while members hold units of the Common Stock Fund. At December 31, 1999 and 1998, the Common Stock Fund had 7,260,739 and 5,827,134 units, respectively, valued at $6.56 and $11.89 per unit, respectively. The selection of investment options, which may be done in increments of 10% in any one of the above mentioned funds, pursuant to the Plan, with the exception of Employer matching contributions, is the sole responsibility of each member. Neither the Trustees nor the Employer shall have any responsibility to select investment options or to advise members in selecting their investment options. Subject to applicable provisions of law, each member assumes all risks connected with any decrease in the market value of any securities in the funds, and such funds shall be the sole source of payments to be made under the Plan.
