EXHIBIT 4(d)
UTILICORP UNITED INC.
EXECUTIVE BENEFIT SECURITY TRUST
UTILICORP UNITED INC.
EXECUTIVE BENEFIT SECURITY TRUST
THIS TRUST AGREEMENT ("AGREEMENT") is made and entered into this 1st day of
January, 1997 by UtiliCorp United Inc., a Delaware corporation, (the "Company"),
and LaSalle National Trust, N.A., and its successor or successors and assigns in
the trust hereby evidenced, as trustee (the "Trustee"),
WITNESSETH:
WHEREAS, the Company has adopted the UtiliCorp United Inc. 1995
Supplemental Contributory Retirement Plan and the UtiliCorp United Inc. 1995
Capital Accumulation Plan (the "Plans") for the benefit of a select group of
management and/or highly compensated employees, and
WHEREAS, the Company has incurred or expects to incur liability under the
terms of such Plans with respect to the individuals participating in such Plans;
and
WHEREAS, the Company wishes to establish a trust (hereinafter called the
"Trust") and to contribute to the Trust assets that shall be held therein,
subject to the claims of the Company's creditors in the event of the Company's
Insolvency, as herein defined, until paid to participants of the Plans and their
beneficiaries in such manner and at such times as specified in the Plans; and
WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plans
as unfunded plans maintained for the purpose of providing deferred compensation
for a select group of management or highly compensated employees for purposes of
Title I of the Employee Retirement Income Security Act of l974; and
WHEREAS, it is the intention of the Company to make contributions to the
Trust to provide itself with a source of funds to assist it in the meeting of
its liabilities under the Plans;
NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:
ARTICLE I
INTRODUCTION
1.01 The Trust, the Plans, Participants. This Agreement and the Trust
hereby evidenced shall be known as the "UtiliCorp United Inc. Executive Benefit
Security Trust." The Trust is established for the benefit of employees of the
Company who are or become covered under the Plans and their beneficiaries, as
determined in accordance with the provisions of the Plans, which employees and
beneficiaries are referred to as "Participants." However, the Participants shall
not have any right or security interest in any specific asset of the Trust or
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beneficial ownership in or preferred claim on the assets of the Trust, it being
understood that the assets of the Trust shall be available for the claims of the
Company's creditors as provided in Article V and all rights created under the
Plans or the Trust shall be unsecured contractual rights against the Company.
1.02 Status of Trust. The Trust is intended to constitute a grantor trust
under Sections 671-678 of the Internal Revenue Code, as amended, and shall be
construed accordingly.
(a) Company hereby deposits with Trustee in trust $100, which shall become
the principal of the Trust to be held, administered and disposed of by the
Trustee as provided in this Agreement. At any time or from time to time
thereafter the Company, in its sole discretion, may deliver to the Trustee
additional funds or other property to be held, invested and distributed by
the Trustee in accordance with the provisions of this Agreement.
(b) The Trust hereby established shall be irrevocable.
(c) The Trust is intended to be a grantor trust, of which Company is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.
(d) The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of the Company and shall be used
exclusively for the uses and purposes of the Participants and general
creditors as herein set forth. Participants shall have no preferred claim
on, or any beneficial ownership interest in, any assets of the Trust. Any
rights created under the Plans and this Agreement shall be mere unsecured
contractual rights of the Participants against the Company. Any assets held
by the Trust will be subject to the claims of the Company's general
creditors under federal and state law in the event of Insolvency, as
defined in paragraph 5.01 herein.
1.03 Acceptance. The Trustee accepts the duties and obligations of the
Trustee hereunder, agrees to accept delivery of property delivered to it by the
Company pursuant to paragraph 1.2, and agrees to hold such property (and any
proceeds from the investment of such property) in trust in accordance with this
Agreement.
1.04 The Committee. The committee that is responsible for the
administration of the Plans is the Committee appointed to administer the Plans
pursuant to Article VI of the Plans. The Committee has certain powers, rights
and duties under this Agreement as described below. The Trustee may request from
time to time that an officer of the Company certify to the Trustee the person or
persons who are acting as the members of the Committee or who have been
delegated the authority to act on behalf of the Committee. The Trustee may rely
on the latest certificate received without further inquiry or verification.
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ARTICLE II
MANAGEMENT OF THE TRUST FUND
2.01 The Trust Fund. Unless the context clearly implies or indicates
otherwise, the term "Trust Fund" as of any date means all property of every kind
then held under this Agreement by the Trustee or any custodian.
2.02 Trustee's General Powers, Rights and Duties. With respect to the Trust
Fund and subject only to the limitations expressly provided in this Agreement
(including the powers reserved to the Committee or the Company or imposed by
applicable law), the Trustee shall have the following powers, rights and duties
in addition to those vested in it elsewhere in this Agreement or by law:
(a) When directed by the Committee, to invest and reinvest part or all
of the Trust Fund in any real or personal property (including
investments in any stocks, bonds, debentures, mutual fund shares,
notes, commercial paper, treasury bills, any common, commingled or
collective trust funds or pooled investment funds described in
paragraph 2.03, any interest bearing deposits held by any bank or
similar financial institution, and any other real or personal
property).
(b) When directed by the Committee, to apply for, pay premiums on and
maintain in force on the lives of some or all of the Participants,
individual, group term, universal or other life insurance policies
("Policies" or "Policy") to fund benefits under the Plans for
Participants on whose lives the Policies are issued and containing
such provisions as the Committee may approve or direct; to receive or
acquire such a Policy from the Company or from the Participant on
whose life the Policy is issued, but the Trustee may purchase a Policy
from the Company or from the Participant only if the Trustee pays,
transfers or otherwise exchanges for the Policy no more than the cash
surrender value of the Policy and the Policy is not subject to a
mortgage or similar lien which the Trustee would be required to
assume; and to have with respect to Policies any rights, powers,
options, privileges and benefits usually comprised in the term
"incidents of ownership" and normally vested in an insured or owner of
such Policies.
(c) To retain in cash such amounts as the Trustee considers advisable
and as are permitted by applicable law and to deposit any cash so
retained in any depository (including any bank acting as Trustee)
which the Trustee may select.
(d) To manage, sell, insure and otherwise deal with all real and
personal property held by the Trustee on such terms and conditions as
the Trustee shall decide.
(e) To vote stock and other voting securities personally or by proxy,
to exercise subscription, conversion and other rights and options, to
take any action and to abstain from taking any action with respect to
any reorganization, consolidation, merger, dissolution,
recapitalization, refinancing and any other
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program or change affecting any property constituting a part of the
Trust Fund, to hold or register any property from time to time in the
Trustee's name or in the name of a nominee or to hold it unregistered
or in such form that title shall pass by delivery and, with the
approval of the Committee, to borrow from anyone, including any bank
acting as Trustee, to the extent permitted by law, such amounts from
time to time as the Trustee considers desirable to carry out this
Trust (and to mortgage or pledge all or part of the Trust Fund as
security).
(f) To make payments from the Trust Fund to provide benefits that have
become payable under the Plans pursuant to paragraph 4.05 or that are
required to be made to the creditors of the Company pursuant to
paragraph 5.02.
(g) To maintain in the Trustee's discretion any litigation the Trustee
considers necessary in connection with the Trust Fund, subject to
paragraph 4.03.
(h) To withhold, if the Trustee considers it advisable, all or any
part of any payment required to be made hereunder as may be necessary
and proper to protect the Trustee or the Trust Fund against any
liability or claim on account of any estate, inheritance, income or
other tax or assessment attributable to any amount payable hereunder,
and to discharge any such liability with any part or all of such
payment so withheld, provided that at least ten (10) days prior to
discharging any such liability with any amount so withheld the Trustee
shall notify the Committee in writing of the Trustee's intent to do
so.
(i) To maintain accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be
made, including such other records as the Committee specifies and the
Trustee agrees to, which records may be audited from time to time by
the Committee or anyone named by the Committee.
(j) To furnish periodic accounts to the Committee for such periods as
the Committee may specify, showing all investments, receipts,
disbursements and other transactions involving the Trust during the
applicable period. Within sixty (60) days following the close of each
calendar year and within sixty (60) days after the removal or
resignation of the Trustee, the Trustee shall deliver to the Company a
written account of its administration of the Trust during such year or
during the period from the close of the last preceding year to the
date of such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by it,
including a description of all securities and investments purchased
and sold with the cost or net proceeds of such purchases or sales
(accrued interest paid or receivable being shown separately), and
showing all cash, securities and other property held in the Trust at
the end of such year or as of the date of such removal or resignation,
as the case may be. The Committee or the Company may approve such
accounting by written notice of approval delivered to the Trustee or
by failure to express objection to such accounting in writing
delivered to the Trustee within six (6) months from the date upon
which the accounting was delivered to the Committee or the Company.
Upon the receipt of a
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written approval of the accounting, or upon the passage of the period
of time within which objection may be filed without written objections
having been delivered to the Trustee, such accounting shall be deemed
to be approved, and the Trustee shall be released and discharged as to
all items, matters and things set forth in such account, as fully as
if such accounting had been settled and allowed by decree of a court
of competent jurisdiction in an action or proceeding in which the
Trustee, the Company and all persons having or claiming to have any
interest in the Trust Fund or under the Plans were parties.
(k) To furnish the Company with such information in the Trustee's
possession as the Company may need for tax or other purposes.
(l) To employ agents, attorneys, accountants, and other persons (who
also may be employed by the Company or the Committee), to delegate
discretionary powers to such persons, to reasonably rely upon
information and advice furnished by such persons; provided that each
such delegation and the acceptance thereof by each such person shall
be in writing; and provided further that the Trustee may not delegate
its responsibilities as to the management or control of the assets of
the Trust Fund.
(m) To perform all other acts which in the Trustee's judgment are
appropriate for the proper management, investment and distribution of
the Trust Fund.
(n) The Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting
in like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims,
provided, however, that the Trustee shall incur no liability to any
person for any action taken pursuant to a direction, request or
approval given by the Company which is contemplated by, and in
conformity with, the terms of the Plans or this Trust and is given in
writing by the Company. In the event of a dispute between the Company
and a party, the Trustee may apply to a court of competent
jurisdiction to resolve the dispute.
(o) Notwithstanding any powers granted to the Trustee pursuant to this
Agreement or to applicable law, the Trustee shall not have any power
that could give this Trust the objective of carrying on a business and
dividing the gains therefrom, within the meaning of section 301.7701-2
of the Procedure and Administrative Regulations promulgated pursuant
to the Internal Revenue Code.
2.03 Collective Investment Trusts. The Trustee may invest Trust assets in
any common, collective or commingled trust fund or pooled investment fund that
is maintained by a bank or trust company (including a bank or trust company
acting as Trustee) provided such investments are consistent with the investment
guidelines, if any, agreed to in writing by the Company and the Trustee. To the
extent that any Trust assets are invested in any such fund, the provisions of
the documents under which such common, collective or commingled trust fund or
pooled investment fund are maintained shall govern any investments therein and
such provisions are hereby incorporated herein and made a part of this
Agreement.
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ARTICLE III
MANNER OF ACTION OF THE COMMITTEE
The Committee members may act by meeting, or by writing signed without meeting,
and may sign any document by signing one document or concurrent documents. Any
written action in lieu of a meeting must be by unanimous consent of all
disinterested members. An action of a majority of disinterested members at a
meeting of the Committee shall be effective as if taken on or made by all
Committee members. If a member of the Committee is a Participant, he/she may not
decide or determine any matter or questions concerning any payments to be made
to him/her from the Trust that he/she would not have the right to decide or
determine if he/she were not a member of the Committee.
ARTICLE IV
GENERAL PROVISIONS
4.01 Restrictions on Reversion. The Company shall not have any right, title
or interest in the assets of the Trust Fund, nor will any part of the assets of
the Trust Fund revert or be repaid to the Company until all benefits due under
the Plans have been paid pursuant to the terms of the Plans and in accordance
with the provisions of paragraph 4.05, except as follows:
(a) The assets of the Trust shall be available for the claims of the
Company's creditors under the circumstances specified in Article V;
(b) If the Company ceases to maintain the Plans, any balance remaining
in the Trust after all benefits, have been paid pursuant to the terms
of the Plans and in accordance with the provisions of paragraph 4.05
shall revert to the Company;
(c) Except in the event of a Change of Control (as defined in the
Plans), upon the written request of the Committee at any time, the
Trustee shall repay to the Company any excess assets (as defined
below) in the Trust, provided that the Committee furnishes to the
Trustee a statement acceptable to the Trustee as to the then value of
vested accrued benefits (as defined below) under the Plans. For these
purposes, "excess assets" means any amount by which the sum of the
cash surrender value of Policies held in the Trust and the fair market
value of all other assets in the Trust, as determined by the Trustee,
exceeds the value of vested and accrued benefits under the Plans. For
purposes of this Trust, "vested accrued benefits" shall mean the sum
of all Deferred Benefit Accounts (as defined in the Plans) of
Participants, including any interest credited thereunder.
In the event of a "Change of Control", no assets of the Trust Fund shall
revert or be repaid to the Company, under asny circumstances, until all
benefits due under the Plans have been paid pursuant to the terms of the
Plans and in accordance with the provisions of paragraph 4.05.
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4.02 Nonalienation of Trust Assets. To the extent permitted by law, the
rights or interests of any Participants to any benefits or future payments
hereunder shall not be subject to attachment, garnishment, levy, execution or
other legal or equitable process by any creditor of any such Participant, nor
shall any such Participant have any right to alienate, anticipate, commute,
pledge, encumber or assign (either at law or in equity) any of the benefits or
rights which he/she may expect to receive (contingently or otherwise) under this
Agreement, except as may be required by the tax withholding provisions of the
Internal Revenue Code or of a state's income tax act.
4.03 Litigation. Any final judgment that is not appealed or appealable and
which may be entered in any suit or legal proceeding regarding this Trust shall
be binding and conclusive on the parties hereto and all persons having or
claiming to have an interest in the Trust. In the defense of any suit or legal
proceeding arising in connection with this Trust, the Company shall have the
right to control such defense, including, without limitation, the right to
negotiate, compromise or settle such suit or legal proceeding, in the Company's
sole discretion. The Trustee shall have the right to participate in, but not
control, the defense of any such suit or legal proceeding at its own cost and
expense. In the event the Company chooses not to control the defense of a suit
or legal proceeding arising in connection with this Trust, the Trustee shall
undertake such defense in its discretion and the Company shall indemnify the
Trustee against the Trustee's reasonable fees, expenses and liabilities
(including, without limitation, reasonable attorneys' fees and expenses)
relating thereto. If the Company does not pay such reasonable costs, expenses
and liabilities in a reasonably timely manner, the Trustee may obtain payment
from the Trust.
4.04 Trustee's Actions Conclusive. Except as otherwise provided by law, the
Trustee's exercise or non-exercise of its powers and discretion in good faith
shall be conclusive on all persons. No one shall be obliged to see to the
application of any money paid or property delivered to the Trustee. The
certificate of the Trustee that it is acting in accordance with this Agreement
will fully protect all persons dealing with the Trustee. If there is a
disagreement between the Trustee and anyone as to any act or transaction
reported in any accounting, the Trustee shall have the right to a settlement of
its account by any proper court.
4.05 Benefit Payments. The Committee shall direct the Trustee in writing to
make distributions of benefits from the Trust Fund that have become payable, but
that have not been paid by the Company, under the Plans to Participants,
including the amount and manner of payment of any such benefit. If a payment
required under the terms of the Plans has not been made to a Participant
(whether due to the failure of the Committee to notify the Trustee as required
by this paragraph or otherwise), then the Participant may notify the Trustee in
writing of the amount (or a reasonable estimate of the amount) owed to him/her
pursuant to the Plans, and the date or dates such amount was due and payable.
The Trustee shall notify the Committee and the Company within fifteen (15)
calendar days of the receipt of such payment request. If the Committee or the
Company does not provide the Trustee with a statement of the amount due and
payable which is acceptable to the Trustee within sixty (60) days of the date
the Trustee notified the Committee and the Company of the payment request, the
Trustee shall make the payment or payments requested by the Participant from the
Trust Fund and may conclusively rely on such payment or payments being the
appropriate amount. The Trustee shall also notify the Committee
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and the Company of any such payments. Payment shall be made to a Participant
from the Trust Fund in accordance with the terms of the Plans until the earlier
of: (i) all benefit commitments due the Participant under the Plans as requested
by the Participant in his/her notification to the Trustee, have been satisfied;
or (ii) the Committee or the Company provide a statement of the amount due and
payable. If a statement of the amount due and payable is so provided, an
appropriate adjustment, if any, in the amount paid and to be paid to the
Participant shall be made. The Trustee shall be fully protected in acting
without Committee direction under this paragraph and shall be indemnified and
saved harmless as provided in paragraph 4.08. The Trustee shall make such
distributions from the Trust Fund in accordance with the provisions of this
paragraph 4.05, subject to the provisions of Article V. If Trust assets are not
sufficient to pay the benefits from the Plans, the Company shall make the
balance of each such payment when due.
4.06 Missing Persons. If any payment directed to be made by the Trustee
from the Trust Fund is not claimed by the person entitled thereto, the Trustee
shall notify the Committee of that fact. Neither the Company, the Committee nor
the Trustee shall have obligation to search for or ascertain the whereabouts of
any payee under this Trust. 4.07 Liabilities Mutually Exclusive. To the extent
permitted by law, the Company, the Trustee, the Committee and each member
thereof shall be responsible only for their own acts or omissions.
4.08 Indemnification. To the extent permitted by law, neither the Trustee,
any present or former Committee member, nor any person who is or was a director,
officer, or employee of the Company, shall be personally liable for any act
done, or omitted to be done, in good faith in the administration of this Trust.
Any person to whom the Committee or the Company has delegated any portion of its
responsibilities under the Trust, any person who is or was a director or officer
of the Company, members and former members of the Committee, and each of them,
shall, to the extent permitted by law, be indemnified and saved harmless by the
Company (to the extent not indemnified or saved harmless under any liability
insurance or other indemnification arrangement with respect to this Trust) from
and against any and all liability or claim of liability to which they may be
subjected by reason of any act done or omitted to be done in good faith in
connection with the administration of the Trust or the investment of the Trust
Fund, including all expenses reasonably incurred in their defense if the Company
fails to provide such defense after having been requested to do so in writing.
The Trustee shall be indemnified and saved harmless by the Company (to the
extent not indemnified or saved harmless under any liability insurance or other
indemnification arrangement with respect to this Trust) only with respect to
liability or claim of liability to which the Trustee shall be subjected by
reason of its good faith compliance with any directions given in accordance with
the provisions of the Trust by the Committee.
4.09 Compensation and Expenses. All reasonable costs, charges and expenses
incurred by the Trustee pursuant to subparagraph 2.02(g) shall be paid from the
Trust Fund to the extent not paid by the Company, and all other reasonable
compensation, costs, charges and expenses incurred in the administration of this
Trust, as agreed upon between the Committee and the Trustee, will, to the extent
not paid by the Company be paid from the Trust Fund.
4.10 Action by the Company. Any action with respect to this Trust required
or permitted to be taken by the Company shall be by resolution of its Board of
Directors, by a duly
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authorized committee of its Board of Directors, or by a person or persons
authorized by resolution of its Board of Directors or such committee.
4.11 Warranty. The Company warrants that all directions or authorizations
by the Committee, whether for the payment of money or otherwise, will comply
with the provisions of the Plans and this Trust.
4.12 Evidence. Evidence required of anyone under this Agreement shall be
signed, made or presented by the proper party or parties and may be by
certificate, affidavit, document or other information which the person acting on
it considers pertinent and reliable.
4.13 Waiver of Notice. Any notice required under this Agreement may be
waived by the person entitled to such notice.
4.14 Counterparts. This Agreement may be executed in two or more
counterparts, any one of which will be an original without reference to the
others.
4.15 Gender and Number. Where the context admits, words denoting the
masculine gender shall include the feminine gender, the singular shall include
the plural, and the plural shall include the singular.
4.16 Scope of this Agreement. The Plans and this Trust will be binding on
all persons entitled to benefits hereunder and their respective heirs and legal
representatives, and upon the Company, the Committee, the Trustee, and their
successors and assigns.
4.17 Severability. If any provision of this Agreement is held to be illegal
or invalid, such illegality or invalidity shall not affect the remaining
provisions of this Agreement, and they shall be construed and enforced as if
such illegal or invalid provision had never been inserted herein.
4.18 Statutory References. Any references in this Agreement to a section of
the Internal Revenue Code shall include any comparable section or sections of
any future legislation that amends, supplements or supersedes that section.
4.19 Applicable Law. The Trust shall be construed in accordance with the
laws of the State of Missouri.
ARTICLE V
INSOLVENCY
5.01 Insolvency. The Company shall be considered "Insolvent" for purposes
of this Trust if the Company's debts are not paid as they mature or if its
affairs become the subject of reorganization or liquidation proceedings as a
debtor under federal bankruptcy laws.
5.02 Payments During Insolvency. At all times during the existence of this
Trust, assets and rights of the Trust shall be subject to the claims of the
Company's general creditors. Therefore, if the Trustee knows that the Company is
Insolvent (as defined in paragraph 5.01), the
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Trustee shall discontinue benefit payments that otherwise would be paid and will
deliver or otherwise make available assets of the Trust to satisfy the claims of
the Company's creditors as directed by a court of competent jurisdiction. If the
Company becomes Insolvent, its Board of Directors and its Chief Executive
Officer shall have the duty to promptly inform the Trustee of the Company's
Insolvency. The Committee shall have the same duty if and when it becomes aware
that the Company has become Insolvent or upon an inquiry of the Company's
solvency by the Trustee. Participants shall not be granted greater rights to the
Trust Fund by virtue of their rights under the Plans than other general
creditors of the Company, but no provision of the Trust shall diminish the
rights of a Participant to pursue his/her rights as a general creditor of the
Company with respect to any benefits he/she is entitled to under the Plans, or
otherwise. The Trustee shall resume payments of benefits in accordance with the
Plans after the Trustee has been notified by the Board of Directors or the Chief
Executive Officer that the Company is no longer Insolvent.
5.03 Trustee's Reliance. Unless the Trustee has actual knowledge of the
Company's Insolvency, or has received notice from Company or a person claiming
to be a creditor alleging that the Company is Insolvent, Trustee shall have no
duty to inquire whether the Company is Insolvent. The Trustee may in all events
rely on such evidence concerning the Company's solvency as may be furnished to
the Trustee and that provides the Trustee with a reasonable basis for making a
determination concerning the Company's solvency.
ARTICLE VI
RESIGNATION OR REMOVAL OF TRUSTEE
6.01 Resignation or Removal of Trustee. The Trustee may resign at any time
by giving sixty (60) days advance written notice to the Company and the
Committee. The Company or the Committee may remove a Trustee by giving written
notice to the Trustee provided that such removal shall not become effective
until the time immediately preceding the appointment of a successor Trustee
pursuant to paragraph 6.02.
6.02 Successor Trustees. In the event of the resignation or removal of the
Trustee, a successor Trustee shall be appointed by the Company or the Committee
in writing as soon as practicable. Written notice of such appointment shall be
given by the Company or the Committee to the predecessor Trustee.
6.03 Duties of Predecessor Trustee and Successor Trustee. A Trustee that
resigns or is removed shall promptly furnish to the Committee and the successor
Trustee a final account of its administration of the Trust. A successor Trustee
shall succeed to the right and title of the predecessor Trustee in the assets of
the Trust Fund and the predecessor Trustee shall deliver the property comprising
the Trust Fund to the successor Trustee together with any instruments of
transfer, conveyance, assignment and further assurances as the successor Trustee
may reasonably require. Each successor Trustee shall have all the powers, rights
and duties conferred by this Agreement as if named the initial Trustee. Subject
to applicable law, no successor Trustee shall be personally liable for any act
or failure to act of a predecessor Trustee.
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ARTICLE VII
AMENDMENT AND TERMINATION
7.01 Amendment. This Trust may be amended from time to time by the Company,
except as follows:
(a) The duties and liabilities of the Committee and the Trustee under
this Agreement cannot be changed substantially without their consent.
(b) Under no condition shall any amendment result in the return or
repayment to the Company of any portion of the Trust Fund or the
income therefrom except to the extent permitted under paragraph 4.01,
or result in the distribution of the Trust Fund for any purposes other
than payment of obligations of the Company to its creditors, including
Participants.
(c) This Trust may not be amended so as to cause the reduction or
cessation of any benefits a Participant would receive under the terms
of the Plans nor may the Trust be amended to make the Trust revocable.
7.02 Termination. This Trust shall not terminate, and all the rights,
titles, powers, duties, discretions and immunities on or reserved to the
Trustee, the Company and the Committee shall continue in effect with respect to
the Trust, until all benefits payable to Participants under the Plans have been
paid and all assets have been distributed by the Trustee under the Trust and the
Plans. Notwithstanding any other provision of this Trust, the Trust shall
terminate one day prior to the expiration of a period of twenty-one (21) years
after the death of the last to die of employees of the Company who are
Participants in the Plans on the day and year first above written. Upon
termination of the Trust, any assets remaining in the Trust shall be returned to
the Company.
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Agreement
to be executed on their behalf and by their respective officers thereunto duly
authorized, the day and year first above written.
ATTEST/WITNESS UtiliCorp United Inc.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Its: Director of Benefits
ATTEST/WITNESS LaSalle National Trust, N.A.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Senior Vice
President
