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Exhibit 10(lxii)
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THIS AGREEMENT, made as of the 1st day of March, 1994 among USLIFE
Corporation, a New York corporation (the "Company"), Chemical Bank, a New York
corporation (the "Trustee") and KPMG Peat Marwick ("Independent Contractor").
W I T N E S S E T H:
_ _ _ _ _ _ _ _ _ _
WHEREAS, the Company has incurred and expects to continue to incur certain
unfunded retirement and deferred income liability to or with respect to the
outside directors of the Company's Board of Directors pursuant to the terms of
the USLIFE Corporation Retirement Plan for Outside Directors ("Retirement
Plan") and the USLIFE Corporation Deferred Compensation Plan ("Compensation
Plan");
WHEREAS, the Company desires to provide additional assurance to some or
all such outside directors (the "Participants") that their unfunded retirement
and deferred compensation benefits under the Retirement Plan and Compensation
Plan, respectively (hereinafter referred to as the "Plans") will in the future
be met or substantially met by application of the procedures set forth herein;
WHEREAS, the Company wishes to establish separate accounts (hereinafter
the "Accounts") with respect to some or all of the Participants in the Plans as
determined by the Company prior to a Change In Control (as hereinafter defined
in Section 2.3(d) (iv)) in order to provide a source of payments as such may be
required under the terms of such Plans;
WHEREAS, except as may be expressly provided in this Agreement, amounts
allocated to each separate Account or Accounts, as determined by the Company
from time to time in its sole discretion, and the earnings attributed thereto
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shall be used by the Trustee solely in satisfaction of the liabilities of the
Company with respect to the Participant in the Retirement Plan or Compensation
Plan for whom such separate Account or Accounts has been established and the
expenses of administering the trust, established herein, and such utilization
shall be in accordance with the procedures set forth herein;
WHEREAS, the Company wishes to establish a separate account with respect
to all amounts that are contributed hereunder by the Company which are not
allocated by the Company at the time of such contribution to the Account or
Accounts of an individual Participant in the Plans (the "General Account");
WHEREAS, the Trust is intended to be a "grantor trust" with the corpus and
income of the Trust treated as assets and income of the Company for federal
income tax purposes pursuant to Sections 671 through 678 of the Internal
Revenue Code of 1986 (the "Code"); as amended;
WHEREAS, the Company intends that the assets of the Trust will be subject
to the claims of creditors of the Company as provided in Article II;
WHEREAS, the Company intends that the existence of the Trust will not
alter the characterization of the Plans as "unfunded" and will not be construed
to provide taxable income to any participant under the Plans prior to actual
payment of benefits thereunder;
WHEREAS, the Trustee is not a party to the Plans and makes no
representations with respect thereto, and all representations and recitals with
respect to the Plans shall be deemed to be those of the Company.
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NOW, THEREFORE, in consideration of the premises and mutual and
independent promises herein, the parties hereto convenant and agree as follows:
ARTICLE I
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1.1 The Company hereby establishes with the Trustee a trust consisting of
such sums of money and such property acceptable to the Trustee as
shall from time to time be paid or delivered to the Trustee and the
earnings and profits thereon. All such money and property, all
investments made therewith and proceeds thereof, less the payments or
other distributions which, at the time of reference, shall have been
made by the Trustee, as authorized herein, are referred to herein as
the "Fund" and shall be held by the Trustee, IN TRUST, in accordance
with the provisions of this Agreement.
1.2 The Trustee shall hold, manage, invest and otherwise administer the
Fund pursuant to the terms of this Agreement. The Trustee shall be
responsible only for contributions actually received by it hereunder.
The amount of each contribution by the Company to the Fund shall be
determined in the sole discretion of the Company and the Trustee
shall have no duty or responsibility with respect thereto.
1.3 The Independent Contractor (as hereinafter in Section 3.1 defined)
shall maintain in an equitable manner a separate Account or Accounts
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for each Participant under the Plans in which it shall keep a
separate record of the amount of the fund allocated to such
Participant. The Company shall certify to the Trustee and the
Independent Contractor at the time of each contribution to the Fund
the amount of such contribution to be allocated to each Account.
Provided, however, that following a Change In Control, the Company
may only allocate contributions to either the General Account or to
Accounts which were established prior to the Change In Control. Any
amount contributed by the Company that is not so certified shall be
allocated to the General Account.
1.4 The Company may contribute to the Fund an irrevocable letter of
credit (hereinafter referred to as a "L/C"). The following
provisions shall be applicable to any such L/C:
(a) the L/C shall expire no sooner than one (1) year from the date
of issuance,
(b) the Company shall continue to maintain such L/C in effect until
it is replaced by cash or another irrevocable L/C or this
Agreement terminates pursuant to Article IX, whichever occurs
first,
(c) the Company shall renew or replace such L/C at least thirty (30)
days before its expiration for an additional period of one (1)
year,
(d) if such L/C, or any renewal thereof, is not renewed or replaced
by a L/C delivered to the Trustee at least thirty (30) days before
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the expiration of the predecessor L/C, the Trustee may draw down the
full amount of such L/C and hold the proceeds pursuant to the terms
of this Agreement; provided, however, that in the event the Company
is unable to renew such L/C at least thirty (30) days prior to the
expiration of the predecessor L/C at a cost equal to or less than
twenty-five (25) basis points over the current annual cost of such
L/C, and the Trustee with reasonable diligence is unable to identify
a bank (within the definition of Section 1.4(h)) that will replace
such L/C at a cost equal to or less than twenty-five (25) basis
points over the current annual cost of such L/C, then the Trustee
shall not draw down the amount of such L/C as provided in this
Section 1.4(d),
(e) the Trustee may also draw down on such L/C at any time the
Trustee determines the proceeds of such L/C are necessary to
allow the Trustee to fulfill its obligations under this
Agreement,
(f) the proceeds of such L/C shall be available to the Trustee upon
the Trustee's presentation of its sight draft,
(g) the Company may, at any time, replace such L/C with another
irrevocable L/C having substantially similar terms, or with an
equal amount of cash, or any combination thereof,
(h) any L/C shall be issued by a bank (including the Trustee) with
assets in excess of $2 billion and net worth in excess of $100
million, shall be reasonably acceptable to the Trustee, and
shall be in a form as shall be reasonably acceptable to the
Trustee.
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1.5 The Trustee, for investment purposes only, may commingle all of the
assets of the Fund and treat them as a single fund, but the records
of the Independent Contractor at all times shall show the percentages
of the Trust allocable to each Account and to the General Account.
The Fund shall be revalued by the Trustee as of the last business day
of each calendar quarter at current market values, as determined by
the Trustee. The Independent Contractor shall allocate any increase
or decrease in the current market value of the Fund, as determined by
the Trustee, pro-rata to all of the Accounts and to the General
Account in proportion to the balance of the assets allocated thereto
as of the last business day of the previous calendar quarter.
ARTICLE II
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2.1 Notwithstanding any provision in this Agreement to the contrary, if
at any time while the Trust is still in existence the Company becomes
insolvent (as defined herein), the Trustee shall upon written notice
thereof from the Company's Board of Directors, Chairman of the Board
or Chief Executive Officer suspend the payment of all benefits from
the Fund and shall thereafter hold the Fund in suspense for the
benefit of the creditors of the Company until it receives a court
order directing the disposition of the Fund; provided, however, the
Trustee may deduct or continue to deduct its fees and expenses and
other expenses of the Trust, including taxes and the Independent
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Contractor's fees and expenses, pending the receipt of such court
order. The Company shall be considered to be insolvent if (a) a
final judicial determination is entered that the Company is unable to
pay its debts as such debts mature or (b) there shall have been filed
by or against the Company in any court or other tribunal either of
the United States or of any State or of any other authority now or
hereafter exercising jurisdiction, a petition in bankruptcy or
insolvency proceedings or for reorganization or for the appointment
of a receiver or trustee of all or substantially all of the Company's
property under the present or any future Federal bankruptcy code or
any other present or future applicable Federal, State or other
bankruptcy or insolvency statute or law. By its approval and
execution of this Agreement, the Company represents and agrees that
its Board of Directors and Chairman of the Board and Chief Executive
Officer, as from time to time acting, shall have the fiduciary duty
and responsibility on behalf of the Company's creditors to give to
the Trustee prompt written notice of any event of the Company's
insolvency and the Trustee shall be entitled to rely thereon to the
exclusion of all directions or claims to pay benefits thereafter
made. Absent such notice, the Trustee shall have no responsibility
for determining whether or not the Company has become insolvent.
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2.2 The Company represents and agrees that the Trust established under
this Agreement does not fund and is not intended to fund the Plans or
any other employee benefit plan or program of the Company. Such
Trust is and is intended to be a depository arrangement with the
Trustee for the setting aside of cash and other assets of the Company
as and when it so determines in its sole discretion for the meeting
of part or all of its future benefit obligations to some or all of
the Participants under the Plans. Contributions by the Company to
the Trust shall be in amounts determined solely by the Company and
shall be in respect of only those Plan Participants selected prior to
a Change In Control by the Company from time to time as it
determines. The purpose of this Trust is to provide a fund from
which benefits may be payable under the Plans and as to which Plan
Participants with an Account or Accounts hereunder may, by exercising
the procedures set forth herein, have access to some or all of their
benefits as such become due without having the payment of such
benefits subject to the administrative control of the Company unless
the Company becomes insolvent as defined in Section 2.1. The Company
further represents that the Plans are not qualified under Section
401(a) of the United States Internal Revenue Code and therefore are
not subject to any of the Code requirements applicable to tax-
qualified plans.
2.3 Amounts paid or delivered by the Company to the Trustee pursuant to
Section 1.1 shall not revert to the Company except as provided below:
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(a) Upon the satisfaction of all liabilities of the Company under
both Plans in respect of Participants for whom an Account or
Accounts have been established, any assets of the Fund then
remaining may be distributed to the Company as per its
instructions as provided in Section 3.6 or
(b) Upon termination of the Trust as provided in Section 9.1, the
Fund may be distributed to the Company in accordance with
Section 9.2; or
(c) Upon the insolvency of the Company (as determined in Section
2.1), the assets of the Fund shall be distributed in accordance
with the provisions of Section 2.1; or
(d) Within six (6) months after the payment or delivery by the
Company of any amounts to the Trustee pursuant to Section 1.1,
the Company may request that any portion of such amounts be
returned to the Company (whether affecting the Accounts of all
or any specified Participants). Such a request shall be honored
by the Trustee only if at the date of such request, the Board of
Directors of the Company is made up of "Continuing Directors"
(as defined below). Further, within the original six (6) month
period during which the Continuing Directors may request a
return to the Company of amounts paid or delivered to the
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Trustee pursuant to Section 1.1, the Continuing Directors may
request a one time extension of such period for an additional
six months.
For purposes of this Agreement, the following terms have the meaning indicated:
(i) "Acquiring Person" shall mean any person who is a
Beneficial Owner of 20% or more of the outstanding
shares of Common Stock or 20% or more of the
outstanding shares of Voting Stock of the Company;
provided, however, that the term "Acquiring Person"
shall not include the Company or any wholly-owned
subsidiary of the Company or any employee benefit plan
established by any of them and either in effect on the
date of this Agreement or hereafter approved by the
Continuing Directors. For purposes of this subsection
(i) in determining the percentage of the outstanding
shares of Common Stock or Voting Stock of the Company
with respect to which a person is the Beneficial
Owner, all shares as to which such person is deemed
the Beneficial Owner shall be deemed outstanding.
(ii) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 under
the Securities Exchange Act of 1934, as in effect on
the date of this Agreement; provided, however, that
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the Company shall, for purposes of this definition, be
deemed to be the "registrant", as such term is used in
such Rule.
(iii) A person shall be deemed the "Beneficial Owner", and
to have "Beneficial Ownership", of any securities as
to which such person or any of such person's
Affiliates or Associates is or may be deemed to be the
beneficial owner pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as in effect on the
date of this Agreement, as well as any securities as
to which such person or any of such person's
Affiliates or Associates has the right to become
Beneficial Owner (whether such right is exercisable
immediately or only after the passage of time)
pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion
rights, exchange rights, rights, warrants or options,
or otherwise; provided, however, that a person shall
not be deemed the "Beneficial Owner", or to have
"Beneficial Ownership", of any security (A) solely
because such security has been tendered pursuant to a
tender or exchange offer made by such person or any of
such person's Affiliates or Associates until such
tendered security is accepted for purchase or
exchange, (B) solely because such person or any of
such person's Affiliates or Associates has or shares
the power to vote or direct the voting of such
security pursuant to a revocable proxy given in
response to a public proxy or consent solicitation
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made pursuant to, and in accordance with, the
applicable rules and regulations of the Securities
Exchange Act of 1934, except if such power (or the
arrangements relating thereto) is then reportable
under Item 6 of Schedule 13D under the Securities
Exchange Act of 1934 (or any similar provision of a
comparable or successor report) or (C) held for or
pursuant to the terms of any employee stock ownership
or other employee benefit plan of the Company or a
wholly-owned subsidiary of the Company and either in
effect on the date of this Agreement or hereafter
approved by the Continuing Directors.
(iv) "Change In Control" means the occurrence of either (1)
a transaction which has required the affirmative vote
of holders of at least 80% of the outstanding shares
of capital stock of the Company regularly entitled to
vote in the election of the directors of the Company
by reason of Article Seven of the Company's
Certificate of Incorporation, or (2) the acquisition
by any person, partnership, corporation or other
organization, or by any group of two or more thereof
who are affiliates (as defined by Rule 405 under the
Securities Act of 1933) or who are acting in concert
in respect of such acquisition of more than 25% of
such outstanding shares of such capital stock, if the
Company has opposed an acquisition of shares of the
Company by such person, partnership, corporation or
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other organization or group before any insurance
regulartory authority whose approval of such
acquisition was required. Provided, however, that an
event described in (1) or (2) above shall not
constitute a Change In Control if within 10 days of
such event the Continuing Directors provide the
Trustee with a resolution expressly stating that such
event shall not constitute a Change In Control for the
purposes of this Agreement.
(v) "Continuing Directors" shall mean those individuals
who constitute the Board of Directors of the Company
on the date of this Agreement and any individual
becoming a director subsequent to the date of this
Agreement whose election or nomination for election by
the Company's shareholders is approved by a vote of at
least six Continuing Directors who constitute not less
than three-quarters of the directors comprising the
then Continuing Directors, either by a specific vote
or by approval of the proxy statement of the Company
in which such individual is named as a nominee for
director, without objection to such nomination,
provided that no person shall under any circumstances
be considered a Continuing Director from and after
such time as such person is an Acquiring Person, an
Affiliate or Associate of an Acquiring Person, or a
nominee or representative of any thereof. References
to an approval or other act of Continuing Directors
shall mean approvals given or actions authorized
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and/or taken both (A) by the Board of Directors of the
Company (or any legal successor thereto) of which at
the time not less than eight directors constituting
not less than two-thirds of the members are Continuing
Directors and (B) by not less than six Continuing
Directors constituting at least three-fourths of all
then Continuing Directors.
(vi) "Voting Stock" shall mean shares of capital stock of
the Company entitled to vote generally in the election
of the directors of the Company.
ARTICLE III
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3.1 By its acceptance of this Trust the Trustee hereby agrees to the
designation by the Company of KPMG Peat Marwick as the Company's
independent contractor (the "Independent Contractor") under this
Agreement. Provided, however, that the Trustee conditions its
acceptance of such Independent Contractor upon the Independent
Contractor's execution of the Form of Acknowledgment and Acceptance,
or a similar form acceptable to both the Company and the Trustee, set
forth in Exhibit A of this Agreement. It is herein recognized that
said Independent Contractor is also acting as the independent
consulting actuary of the Company and that the Trustee shall have no
responsibility hereunder for the continued retention of KPMG Peat
Marwick and/or any responsibility assigned to said Independent
Contractor or its performance thereof so long as said firm continues
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to be the Company's independent consulting actuary. In the event the
Company replaces or no longer uses said firm as its independent
consulting actuary, the Trustee in its sole discretion may, but need
not, designate a new Independent Contractor from the list set forth
in Exhibit B of this Agreement or may continue to use the same
Independent Contractor; or in the event said firm does not accept its
designation as Independent Contractor or accepts said designation and
subsequently resigns, the Trustee shall designate another entity from
the list set forth in Exhibit B of this Agreement to be the
Independent Contractor, provided however, that any Independent
Contractor appointed by the Trustee shall be independent of the
Company. The Company shall pay or reimburse the Trustee for all fees
and expenses of any Independent Contractor appointed by the Trustee.
The Company shall indemnify and hold the Trustee harmless for any
actions or omissions of any Independent Contractor and shall
indemnify and hold the Independent Contractor harmless for any
actions or omissions of the Trustee. The Independent Contractor
shall be paid for its services on an hourly basis at rates comparable
to the rates that the Independent Contractor charges for comparable
services to its other clients.
3.2 Except for the records dealing solely with the Fund and its
investment, which shall be maintained by the Trustee, the Independent
Contractor shall maintain all the Plan Participant records
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contemplated by this Agreement, including the maintenance of the
separate Account or Accounts of each Participant under this
Agreement, the maintenance of the General Account, and the
maintenance of Participants' interests under each Plan. All such
records shall be made available promptly on request of the Trustee or
the Company. In the event of a Change In Control, the Independent
Contractor shall also prepare and distribute Participants' statements
and shall be responsible for information with respect to payments, if
any, to Participants and shall perform such other duties and
responsibilities as the Company or the Trustee determines is
necessary or advisable to achieve the objectives of this Agreement.
3.3 Upon the establishment of this Trust or as soon thereafter as
practicable, the Company shall furnish to the Independent Contractor
and to the Trustee all of the information necessary to determine the
benefits payable to or with respect to each Participant in both Plans
(hereinafter referred to as the "Participant Data"). Notwithstanding
the occurrence of a Change In Control, the Company shall regularly,
at least annually, furnish revised updated Participant Data to the
Independent Contractor. Based on the foregoing information the
Independent Contractor shall prepare an annual estimate of the
accrued benefit for each Participant and its present value under the
Retirement Plan and shall furnish a copy of same to the Company. In
the event the Company refuses or neglects to provide updated
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Participant information, as contemplated herein, the Independent
Contractor shall be entitled to rely upon the most recent information
furnished to it by the Company.
3.4 Prior to a Change In Control, upon the direction of the Company the
Independent Contractor shall prepare a certification (a "Benefit
Certification") to the Trustee that a Participant's benefits under
either of the Plans have become payable. Notwithstanding any other
provisions of this Agreement, after a Change In Control upon the
proper application of a Participant, the Independent Contractor
shall, without direction from the Company, prepare a Benefit
Certification to the Trustee, based upon the most recent Participant
Data furnished to the Independent Contractor prior to the Change In
Control and any supplemental information furnished to the Independent
Contractor by a Participant upon which the Independent Contractor may
reasonably rely, that a Participant's benefits under either of the
Plans have become payable. In the event that the Trustee (a)
suspends the payment of benefits from the Fund pursuant to Section
2.1, and (b) pursuant to a court order as required by Section 2.1,
subsequently resumes all of its duties and responsibilities under
this Agreement, the Independent Contractor shall prepare a
certification (an "Accrued Benefit Certification") of all amounts
that would otherwise have been payable to each Participant from the
Fund during such period of time as the Trustee suspended the payment
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of benefits pursuant to Section 2.1. Each Benefit Certification and
each Accrued Benefit Certification shall include the amount of such
benefits, the manner of payment and the name, address and social
security number of the recipient. Each Benefit Certification shall
be updated annually. The Trustee shall be entitled to rely on any
Benefit Certification or any Accrued Benefit Certification provided
by the Independent Contractor, and shall have no duty to verify the
accuracy thereof. Upon the receipt of a Benefit Certification or an
Accrued Benefit Certification and appropriate federal, state and
local tax withholding information, the Trustee shall commence cash
distributions from the Trust Fund in accordance therewith to the
person or persons so indicated and to the Company with respect to
taxes required to be withheld and the Independent Contractor shall
charge the Participant's Account established hereunder. The
Independent Contractor shall furnish a copy of each Benefit
Certification and each Accrued Benefit Certification to the
Participant for which such certification has been prepared. The
Company shall have full responsibility for the payment of all
withholding taxes to the appropriate taxing authority and shall
furnish each Participant and the Independent Contractor with the
appropriate tax information form evidencing such payment and the
amount thereof.
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3.5 Notwithstanding any provision in this Agreement to the contrary, in
the event the Trustee in its sole discretion reasonably disagrees
with the accuracy or propriety of any Benefit Certification or any
Accrued Benefit Certification, the Trustee, if unable to resolve such
disagreement with the Independent Contractor, may apply to a court of
appropriate jurisdiction for judicial review of such Benefit
Certification or Accrued Benefit Certification. Pending the
resolution of any disagreement with the Independent Contractor with
regard to the accuracy or propriety of any Benefit Certification or
any Accrued Benefit Certification, the Trustee shall not distribute
any amount from the Fund pursuant to such Benefit Certification or
Accrued Benefit Certification. The Trustee shall use its reasonable
best efforts to promptly resolve any such disagreement that it may
have with the Independent Contractor.
3.6 All benefits payable from the Fund to a Participant under the
Retirement Plan shall be paid solely from the account of such
Participant established under such Retirement Plan. Benefits payable
under the Compensation Plan shall be paid solely from the account of
such Participant established under the Compensation Plan. Upon the
satisfaction of all Company liabilities under a Plan to a Participant
for whom an Account has been established hereunder, the Independent
Contractor shall prepare a certification to the Trustee and to the
Company showing the balance, if any, remaining in such Participant's
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Account under the Plan. Such balance from an Account under the
Retirement Plan shall be allocated first among Participant accounts
under the Retirement Plan and, if the liability of the Company to all
Participants under the Retirement Plan has been satisfied, the
balance, if any, shall be allocated among the Accounts of
Participants under the Compensation Plan. Similarly, any balance
from an Account under the Compensation Plan shall be allocated first
among Participant Accounts under the Compensation Plan and, if the
liability of the Company to all Participants under the Compensation
Plan has been satisfied, the balance, if any, shall be allocated
among the Accounts of Participants under the Retirement Plan. Such
balance, whether from a Retirement Plan Account or Compensation Plan
Account, shall be reallocated ratably by the Independent Contractor
(using the information set forth on the most recent estimated
benefits statement prepared by the Independent Contractor pursuant to
Section 3.3) to the Accounts of Participants being continued under
the Plan (including Accounts which may have previously been reduced
to a zero balance) in the ratio that liabilities in respect of each
such Participant under each Plan bear to the total liabilities to all
such Participants under that Plan. Upon the satisfaction of all
liabilities of the Company under both of the Plans to all
Participants for whom Accounts have been established hereunder, the
Independent Contractor shall prepare a certification to the Trustee
and to the Company, and the Trustee upon receipt of such
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certification shall distribute the Fund in accordance with the
written instructions of the Company. The Trustee and the Independent
Contractor shall have no responsibility for determining whether any
Participant has died and shall be entitled to rely upon information
furnished by the Company.
3.7 The Company reserves the right to transfer to the Fund paid-up life
insurance, retirement income or annuity policies or contracts on or
for the life of any Participant for whom an Account or Accounts has
been established hereunder or, prior to a Change In Control, to
direct the Trustee to purchase any such policies or contracts on or
for the life of any such Participant out of the amounts allocated to
his Account. Any such policy or contract shall be an asset of the
Fund subject to the claims of the Company's creditors in the event of
insolvency, as specified in Section 2.1. The proceeds of any life
insurance policy shall upon the death of the insured Participant be
credited to the General Account, except that policies on the life of
a Participant in the Deferred Compensation Plan shall first be
applied toward company liabilities to the beneficiary of the
Participant under the Deferred Compensation Plan.
3.8 Nothing provided in this Agreement shall relieve the Company of its
liabilities to pay the benefits provided under the Plans except to
the extent such liabilities are met by application of Fund assets.
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It is the intent of the Company to have each Account established
hereunder treated as a separate trust designed to satisfy in whole or
in part the Company's legal liability under either of the Plans in
respect of the Participant for whom such Account has been
established. The Company, therefore, agrees that all income,
deductions and credits of each such Account belong to it as owner for
income tax purposes and will be included on the Company's income tax
returns.
ARTICLE IV
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4.1 The Company shall provide the Trustee and the Independent Contractor
with a certified copy of the Plans and all amendments thereto and of
the resolutions of the Board of Directors of the Company approving
the Plans and all amendments thereto, promptly upon their adoption.
After the execution of this Agreement, the Company shall promptly
file with the Trustee and the Independent Contractor a certified list
of the names and specimen signatures of the directors and officers of
the Company and any delegee authorized to act for it. The Company
shall promptly notify the Trustee and the Independent Contractor of
the addition or deletion of any person's name to or from such list,
respectively. Until receipt by the Trustee and/or the Independent
Contractor of notice that any person is no longer authorized so to
act, the Trustee or the Independent Contractor may continue to rely
on the authority of the person. All certifications, notices and
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directions by any such person or persons to the Trustee or the
Independent Contractor shall be in writing signed by such person or
persons. The Trustee and the Independent Contractor may rely on any
such certification, notice or direction purporting to have been
signed by or on behalf of such person or persons that the Trustee or
the Independent Contractor believes to have been signed thereby. The
Trustee and the Independent Contractor may also rely on any
certification, notice or direction of the Company that the Trustee or
the Independent Contractor believes to have been signed by a duly
authorized officer or agent of the Company. The Company shall be
responsible for keeping accurate books and records with respect to
the outside directors of the Company, their compensation and their
rights and interests under both of the Plans.
4.2 The Company shall make its contributions to the Trust in accordance
with appropriate corporate action and the Trustee shall have no
responsibility with respect thereto, except to add such contributions
to the Fund.
4.3 The Company shall indemnify and hold harmless the Trustee for any
liability or expenses, including without limitation advances for or
prompt reimbursement of reasonable fees and expenses of counsel and
other agents retained by it, incurred by the Trustee with respect to
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holding, managing, investing or otherwise administering the Fund,
other than by its negligence or willful misconduct.
4.4 The Company shall indemnify and hold harmless the Independent
Contractor for any liability or expenses, including without
limitation advances for or prompt reimbursement of reasonable fees
and expenses of counsel and other agents retained by it, incurred by
the Independent Contractor with respect to keeping the records for
Participants' Accounts, reporting thereon to Participants, certifying
benefit information to the Trustee, determining the status of
Accounts and benefits hereunder and otherwise carrying out its
obligations under this Agreement, other than those resulting from the
Independent Contractor's negligence or willful misconduct.
ARTICLE V
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5.1 The Trustee shall not be liable in discharging its duties hereunder,
including without limitation its duty to invest and reinvest the
Fund, if it acts in good faith and in accordance with the terms of
this Agreement and any applicable Federal or state laws, rules or
regulations.
5.2 Subject to investment guidelines agreed to in writing from time to
time prior to a Change In Control, by the Company and the Trustee,
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the Trustee shall have the power in investing and reinvesting the
Fund in its sole discretion:
(a) To invest and reinvest in any property, real, personal or mixed,
wherever situated and whether or not productive of income or
consisting of wasting assets, including without limitation,
common and preferred stocks, bonds, notes, debentures (including
convertible stocks and securities but not including any stock or
security of the Trustee, the Company or any affiliate thereof),
leaseholds, mortgages, certificates of deposit or demand or time
deposits (including any such deposits with the Trustee), shares
of investment companies and mutual funds, interests in
partnerships and trusts, insurance policies and annuity
contracts, and oil, mineral or gas properties, royalties,
interests or rights, without being limited to the classes of
property in which trustees are authorized to invest by any law
or any rule of court of any state and without regard to the
proportion any such property may bear to the entire amount of
the Fund;
(b) To invest and reinvest all or any portion of the Fund
collectively through the medium of any common, collective or
commingled trust fund that may be established and maintained by
the Trustee, subject to the instrument or instruments
establishing such trust fund or funds and with the terms of such
instrument or instruments, as from time to time amended, being
26
incorporated into this Agreement to the extent of the equitable
share of the Fund in any such common, collective or commingled
trust fund;
(c) To retain any property at any time received by the Trustee;
(d) To sell or exchange any property held by it at public or private
sale, for cash or on credit, to grant and exercise options for
the purchase or exchange thereof, to exercise all conversion or
subscription rights pertaining to any such property and to enter
into any convenant or agreement to purchase any property in the
future;
(e) To participate in any plan of reorganization, consolidation,
merger, combination, liquidation or other similar plan relating
to property held by it and to consent to or oppose any such plan
or any action thereunder or any contract, lease, mortgage,
purchase, sale or other action by any person;
(f) To deposit any property held by it with any protective,
reorganization or similar committee, to delegate discretionary
power thereto, and to pay part of the expenses and compensation
thereof and any assessments levied with respect to any such
property so deposited;
(g) To extend the time of payment of any obligation held by it;
27
(h) To hold uninvested any moneys received by it, without liability
for interest thereon, until such moneys shall be invested,
reinvested or disbursed;
(i) To exercise all voting or other rights with respect to any
property held by it and to grant proxies, discretionary or
otherwise;
(j) For the purposes of the Trust, to borrow money from others, to
issue its promissory note or notes therefor, and to secure the
repayment thereof by pledging any property held by it;
(k) To manage, administer, operate, insure, repair, improve,
develop, preserve, mortgage, lease or otherwise deal with, for
any period, any real property or any oil, mineral or gas
properties, royalties, interests or rights held by it directly
or through any corporation, either alone or by joining with
others, using other Trust assets for any such purposes, to
modify, extend, renew, waive or otherwise adjust any provision
of any such mortgage or lease and to make provision for
amortization of the investment in or depreciation of the value
of such property;
(l) To employ suitable agents and counsel, who may be counsel to the
Company or the Trustee, and to pay their reasonable expenses and
compensation from the Fund to the extent not paid by the
Company;
28
(m) To cause any property held by it to be registered and held in
the name of one or more nominees, with or without the addition
of words indicating that such securities are held in a fiduciary
capacity, and to hold securities in bearer form;
(n) To settle, compromise or submit to arbitration any claims, debts
or damages due or owing to or from the Trust, respectively, to
commence or defend suits or legal proceedings to protect any
interest of the Trust, and to represent the Trust in all suits
or legal proceedings in any court or before any other body or
tribunal; provided, however, that the Trustee shall not be
required to take any such action unless it shall have been
indemnified by the Company to its reasonable satisfaction
against liability or expenses it might incur therefrom;
(o) To organize under the laws of any state a corporation or trust
for the purpose of acquiring and holding title to any property
which it is authorized to acquire hereunder and to exercise with
respect thereto any or all of the powers set forth herein; and
(p) Generally, to do all acts, whether or not expressly authorized,
that the Trustee may deem necessary or desirable for the
protection of the Fund.
29
Notwithstanding the foregoing, the Trustee shall upon the written
direction of the Company prior to a Change In Control, invest all or part of
the amount to the credit of any Participant's Account in a commercial annuity,
retirement income or life insurance policy or contract selected by the Company
and the Trustee shall have no responsibility for any such investment other than
as owner and custodian thereof.
Notwithstanding the foregoing, after a Change In Control, the Trustee
shall follow the investment guidelines agreed to by the Company and the Trustee
as in effect immediately prior to the Change In Control.
5.3 No person dealing with the Trustee shall be under any obligation to
see to the proper application of any money paid or property delivered
to the Trustee or to inquire into the Trustee's authority as to any
transaction. The Independent Contractor's obligations are limited
solely to those explicitly set forth herein and the Independent
Contractor shall have no responsibility, authority or control, direct
or indirect, over the maintenance or investment of the Fund and shall
have no obligation in respect of the Trustee or the Trustee's
compliance with the Independent Contractor's certifications to the
Trustee.
5.4 The Trustee shall distribute cash or property from the Fund in
accordance with Article III hereof.
30
The Trustee may make any distribution required hereunder by mailing its
check for the specified amount, or delivering the specified property, to the
person to whom such distribution or payment is to be made, at such address as
may have been last furnished to the Trustee, or if no such address shall have
been so furnished, to such person in care of the Company, or (if so directed by
the Company) by crediting the account of such person or by transferring funds
to such person's account by bank or wire transfer.
ARTICLE VI
__________
6.1 The Company shall pay any Federal, state or local taxes on the Fund,
or any part thereof, and on the income therefrom.
6.2 The Company shall pay to the Trustee its reasonable expenses for the
management and administration of the Fund, including without
limitation advances for or prompt reimbursement of reasonable
expenses and compensation of counsel and other agents employed by the
Trustee, all other reasonable and necessary expenses of managing and
administering the Trust that are not paid by the Company including,
but not limited to, investment management fees, computer time
charges, data retrieval and input costs, and charges for time
expended by personnel of the Trustee in fulfilling the Trustee's
duties. The Company shall also pay to the Trustee reasonable
31
compensation for its services as Trustee hereunder, the amount of
which shall be agreed upon from time to time by the Company and the
Trustee in writing; provided, however, that if the Trustee forwards
an amended compensation schedule to the Company requesting its
agreement thereto and the Company fails to object thereto within
thirty (30) days of its receipt, the amended compensation schedule
shall be deemed to be agreed upon by the Company and the Trustee.
Such expenses and compensation shall be a charge on the Fund and
shall constitute a lien in favor of the Trustee until paid by the
Company. All such expenses and compensation charged to the Fund,
unless otherwise paid by the Company, shall be applied against the
General Account. In the event that the assets allocated to the
General Account are entirely depleted, all such expenses and
compensation charged to the Fund shall be applied pro-rata against
all Accounts in proportion to the assets allocated thereto.
Notwithstanding any other provision of this Section 6.2, to the
extent that the Trustee, in its discretion, decides that an expense
is specifically attributable to one or more specified Accounts such
expense shall be charged to such specified Accounts in such
proportion as the Trustee decides. Prior to allocating any
particular expense to a specific Account, the Trustee shall provide
notice of its intention to so allocate to the Company, the
Independent Contractor and the Participant for whom such Account was
established.
32
ARTICLE VII
___________
7.1 The Trustee shall maintain records with respect to the Fund that show
all its receipts and disbursements hereunder. The records of the
Trustee with respect to the Fund shall be open to inspection by the
Company, or its representatives, at all reasonable times during
normal business hours of the Trustee and may be audited not more
frequently than once each fiscal year by an independent certified
public accountant engaged by the Company; provided, however, the
Trustee shall be entitled to additional compensation from the Company
in respect of audits or auditors' requests which the Trustee
determines to exceed the ordinary course of the usual scope of such
examinations of its records.
7.2 Within a reasonable time after the close of each fiscal year of the
Company (or, in the Trustee's discretion, at more frequent
intervals), or of any termination of the duties of the Trustee
hereunder, the Trustee shall prepare and deliver to the Company a
statement of transactions reflecting its acts and transactions as
Trustee during such fiscal year, portion thereof or during such
period from the close of the last fiscal year or last statement
period to the termination of the Trustee's duties, respectively,
including a statement of the then current value of the Fund. The
Independent Contractor shall also prepare and furnish to the Company
33
a statement of the then current value of each Account and of the
General Account. Any such statement shall be deemed an account
stated and accepted and approved by the Company, and the Trustee
shall be relieved and discharged, as if such account had been settled
and allowed by a judgment or decree of a court of competent
jurisdiction, unless protested by written notice to the Trustee
within sixty (60) days of receipt thereof by the Company.
The Trustee shall have the right to apply at any time to a court of
competent jurisdiction for judicial settlement of any account of the Trustee
not previously settled as herein provided or for the determination of any
question of construction or for instructions regarding this Agreement. In any
such action or proceeding it shall be necessary to join as parties only the
Trustee and the Company (although the Trustee may also join such other parties
as it may deem appropriate), and any judgment or decree entered therein shall
be conclusive.
ARTICLE VIII
____________
8.1 Prior to a Change In Control the Trustee may resign at any time by
delivering written notice thereof to the Company; provided, however,
that no such resignation shall take effect until the earlier of (i)
sixty (60) days from the date of delivery of such notice to the
34
Company or (ii) the appointment of a successor trustee. Following a
Change In Control, the Trustee may resign only under one of the
following circumstances:
(a) The Trustee is no longer in the business, or is actively in the
process of removing itself from the business, of acting as
trustee for employee benefit plans.
(b) The Trustee determines that a conflict of interest exists which
would prohibit it from fulfilling its duties under this Agreement
in an ethically proper manner, and a law firm (appointed by the
President of the Association of the Bar of the City of New York,
or by the American Arbitration Association, if the President of
the Association of the Bar of the City of New York fails to so
appoint within thirty days of a request for such appointment, or
notifies the Trustee that it is unable to make such appointment)
concurs with the Trustee. The Trustee shall use its best efforts
to avoid the creation of such a conflict. The decision of such
law firm shall be binding, but may be appealed in the same
manner, and under the same conditions, as if it were made by an
arbitrator. All costs incurred by the Trustee in connection with
obtaining or appealing such a decision shall be reimbursable
expenses pursuant to Article VI hereof.
(c) The assets of the Fund have been exhausted or are insufficient
to pay accrued and reasonably anticipated fees and expenses of the
35
Trustee hereunder, the Company has refused voluntarily to pay the
Trustee's accrued fees and expenses as required pursuant to Section
6.2 and the Trustee has been unsuccessful in obtaining a court order
requiring the Company to make such payments or has been unable to
collect on a judgment for such fees and expenses.
Notwithstanding the above, the Trustee may resign for reasons set forth in
(a) or (b) only if it has obtained the agreement of a bank with assets in
excess of $2 billion and net worth in excess of $100 million to replace it as
trustee under the terms of this Agreement. The decision rendered under (b), if
that is the reason for the Trustee's resignation, may expressly excuse the
Trustee from this requirement. In any event, the Trustee shall continue to be
custodian of the Trust assets until the new trustee is in place, and the
Trustee shall be entitled to expenses and fees through the later of the
effective date of its resignation as Trustee and the end of its custodianship
of the assets of the Fund.
8.2 Prior to a Change In Control the Trustee may be removed at any time
by the Company, pursuant to a resolution of the Board of Directors of
the Company, upon delivery to the Trustee of a certified copy of such
resolution and sixty (60) days' written notice of such removal,
unless such notice period is waived in whole or in part by the
Trustee. Following a Change In Control the Trustee may be removed at
36
any time by the affirmative vote of two-thirds of the Participants
voting on a per capita basis who were Participants in either of the
Plans on the date of the occurrence of the Change In Control, and
sixty (60) days' written notice of such removal, unless such notice
period is waived in whole or in part by the Trustee.
8.3 Upon the resignation or removal of the Trustee, U.S. Trust Company
shall be appointed as successor trustee. In the event that U.S.
Trust Company refuses to accept its appointment as successor trustee
pursuant to this Section 8.3, Chase Manhattan Bank, N.A. shall be
appointed as successor trustee. In the event that Chase Manhattan
Bank, N.A. refuses to accept its appointment as successor trustee
pursuant to this Section 8.3, a successor trustee shall be appointed
pursuant to Section 8.4. The appointment of a successor trustee
pursuant to this Section 8.3 shall take effect upon the delivery to
the Trustee of a written acceptance by such successor trustee, duly
executed thereby. Any successor trustee shall have all the rights,
powers and duties granted the Trustee hereunder.
8.4 Subject to the provisions of Section 8.3, prior to a Change In
Control, upon the resignation or removal of the Trustee, a successor
trustee shall be appointed by the Company. Subject to the provisions
37
of Section 8.3, following a Change In Control, upon the resignation
of the Trustee, a successor trustee shall be appointed by the
Trustee, and upon the removal of the Trustee a successor trustee
shall be appointed by the affirmative vote of two-thirds of the
Participants voting on a per capita basis who were Participants in
either of the Plans on the date of the occurrence of the Change In
Control. Any successor trustee appointed under this Section 8.4
shall be chosen from the list of potential successor trustees set
forth in Exhibit C. In the event that all of the potential successor
trustees set forth in Exhibit C refuse to accept an appointment as
successor trustee, then the successor trustee shall be appointed as
otherwise provided in this Section 8.4, and shall be a bank or trust
company established under the laws of the United States or a State
within the United States with assets in excess of $2 billion and net
worth in excess of $100 million. The appointment of a successor
trustee pursuant to this Section 8.4 shall take effect upon the
delivery to the Trustee of (a) a written appointment of such
successor trustee, duly executed by the Company, the Trustee, or two-
thirds of the Participants in the Plans, as provided for in this
Section 8.4, and (b) a written acceptance by such successor trustee,
duly executed thereby. Any successor trustee shall have all the
rights, powers and duties granted the Trustee hereunder.
8.5 If, within sixty (60) days of the delivery of the Trustee's written
notice of resignation, a successor trustee shall not have been
appointed, the Trustee may apply to any court of competent
jurisdiction for the appointment of a successor trustee.
38
8.6 Upon the resignation or removal of the Trustee and the appointment of
a successor trustee, and after the acceptance and approval of its account,
the Trustee shall transfer and deliver the Fund to such successor. Under
no circumstances shall the Trustee transfer or deliver the Fund to any
successor which is not a bank or trust company established under the laws
of the United States or a State within the United States with assets in
excess of $2 billion and net worth in excess of $100 million.
ARTICLE IX
__________
9.1 Prior to a Change In Control, the Trust established pursuant to this
Agreement may only be terminated by the affirmative vote of two-
thirds of the Participants in either of the Plans voting on a per
capita basis. Following a Change In Control, the Trust established
pursuant to this Agreement may not be terminated by the Company prior
to the satisfaction of all liabilities with respect to all
Participants in both of the Plans. Following a Change In Control,
upon receipt of a written certification from the Independent
Contractor that all liabilities have been satisfied with respect to
all Participants in both of the Plans, the Company pursuant to a
39
resolution of its Board of Directors may terminate the Trust upon
delivery to the Trustee of (a) a certified copy of such resolution,
(b) an original certification of the Independent Contractor that all
such liabilities have been satisfied and (c) a written instrument of
termination duly executed and acknowledged in the same form as this
Agreement.
9.2 Upon the termination of the Trust in accordance with Section 9.1, the
Trustee shall, after the acceptance and approval of its account,
distribute the Fund to the Company. Upon completing such
distribution, the Trustee shall be relieved and discharged. The
powers of the Trustee shall continue as long as any part of the Fund
remains in its possession.
ARTICLE X
_________
10.1 This Agreement may be amended, in whole or in part, at any time and
from time to time, by the Company, pursuant to a resolution of the Board
of Directors thereof by delivery to the Trustee of a certified copy of
such resolution and a written instrument duly executed and acknowledged in
the same form as this Agreement, except that the duties and
responsibilities of the Trustee shall not be increased without the
Trustee's written consent; provided, however, any such amendment affecting
any Account or the procedures for distribution thereof shall not become
effective until sixty (60) days after a copy of such amendment has been
40
delivered by registered mail by the Company or the Independent Contractor
to each Participant for whom an Account is maintained under this
Agreement. In the event the Company, Trustee or Independent Contractor
receives written objections to such amendment from such person within such
sixty (60) day period, such amendment shall be ineffective and void in
respect of the Participant so objecting to the amendment.
ARTICLE XI
__________
11.1 This Agreement shall be construed and interpreted under, and the
Trust hereby created shall be governed by, the laws of the State of New
York insofar as such laws do not contravene any applicable Federal laws,
rules or regulations. Nothing in this Agreement shall be construed to
subject either the Trust created hereunder or the Plans to the Employee
Retirement Income Security Act of 1974, as amended.
11.2 Neither the gender nor the number (singular or plural) of any word
shall be construed to exclude another gender or number when a different
gender or number would be appropriate.
11.3 No right or interest of any Participant under either of the Plans in
the Fund shall be transferable or assignable or shall be subject to
alienation, anticipation or encumbrance, and no right or interest of any
41
Participant in either of the Plans or in the Fund shall be subject to any
garnishment, attachment or execution. Notwithstanding the foregoing, the
Fund shall at all times remain subject to claims of creditors of the
Company in the event the Company becomes insolvent as provided in Section
2.1.
11.4 The Company agrees that by the establishment of this Trust it hereby
foregoes any judicial review of certifications by the Independent
Contractor as to the benefit payable to any persons hereunder. If a
dispute arises as to the amounts or timing of any such benefits or the
persons entitled thereto under the Plans or this Agreement, the Company
agrees that such dispute shall be resolved by binding arbitration
proceedings initiated in accordance with the rules of the American
Arbitration Association and that the results of such proceedings shall be
conclusive and shall not be subject to judicial review. It is expressly
understood that pending the resolution of any such dispute payment of
benefits shall be made and continued by the Trustee in accordance with the
certification of the Independent Contractor and that the Trustee and the
Independent Contractor shall have no liability with respect to such
payments. Provided, however, that the provisions of this Section 11.4 are
subject to the provisions of Section 3.5. The Company also agrees to pay
42
the entire cost of any arbitration or legal proceeding initiated by it
including the legal fees of the Trustee, the Independent Contractor and
the Plan Participant regardless of the outcome of any such proceeding and
until so paid the expenses thereof shall be a charge on and lien against
the Fund.
11.5 This Agreement shall be binding upon and inure to the benefit of any
successor to the Company or its business as the result of merger,
consolidation, reorganization, transfer of assets or otherwise and any
subsequent successor thereto. In the event of any such merger,
consolidation, reorganization, transfer of assets or other similar
transaction, the successor to the Company or its business or any
subsequent successor thereto shall promptly notify the Trustee in writing
of its successorship and furnish the Trustee and the Independent
Contractor with the information specified in Section 4.1 of this
Agreement. In no event shall any such transaction described herein
suspend or delay the rights of Plan Participants to receive benefits
hereunder.
11.6 This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which shall together
constitute only one Agreement.
11.7 Communications to the Trustee shall be sent to it at its office at
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or to such other address
as the Trustee may specify in writing. No communication shall be binding
upon the Trustee until it is received by the Trustee. Communications to
43
the Company shall be sent to the Company's principal offices or to such
other address as the Company may specify in writing.
11.8 In the event any Participant is determined to be subject to Federal
income tax on any amount to the credit of any Account under this Agreement
prior to the time of payment hereunder, the entire amount determined to be
so taxable shall be distributed by the Trustee to such Participant. An
amount to the credit of a Participant's Account or Accounts shall be
determined to be subject to Federal income tax upon the earliest of: (a)
a final determination by the United States Internal Revenue Service
addressed to the Participant which is not appealed to the courts; (b) a
final determination by the United States Tax Court or any other Federal
Court affirming any such determination by the Internal Revenue Service; or
(c) an opinion by counsel chosen by the Company addressed to the Company
and the Trustee, that, by reason of Treasury Regulations, amendments to
the Internal Revenue Code, published Internal Revenue Service rulings,
court decisions or other substantial precedent, amounts to the credit of
Participant's Accounts hereunder are subject to Federal income tax prior
to payment. The Company shall undertake to defend, and bear the expense
of, any tax claims described herein which are asserted by the Internal
Revenue Service or by any taxing authority of any State or locality or by
any court. The Company agrees to reimburse any Participant or his spouse
for any interest or penalties in respect of Federal, state or local tax
claims hereunder upon receipt of documentation of same. Any distributions
44
from the Trust Fund to a Participant under this Section 11.8 shall be
applied in an equitable manner to reduce Company liabilities to such
Participant under the Plans; provided, however, that in no event shall any
Participant or estate of any Participant have any obligation to return all
or any part of such distribution to the Company if such distribution
exceeds benefits payable under the Plans.
45
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed and their respective corporate seals to be hereto affixed this
1st day of March 1994.
Attest:
_____________________ CHEMICAL BANK
Trust Officer
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
____________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President
Attest: USLIFE CORPORATION
_____________________ By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Secretary ________________________
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice Chairman and
Chief Administrative
Officer
46
EXHIBIT A
_________
ACKNOWLEDGEMENT
AND
ACCEPTANCE
The undersigned hereby acknowledges its receipt of an agreement made as of
the day of between the USLIFE
Corporation and Chemical Bank relating to the USLIFE Corporation Retirement
Plan for Outside Directors and the USLIFE Corporation Deferred Compensation
Plan (the "Agreement"). In addition, the undersigned hereby accepts its
appointment as Independent Contractor under the terms set forth in the
Agreement.
Attest: KPMG PEAT MARWICK
___________________ By_____________________
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK) )
On this day of , before me personally came
, to me known, who, being by me duly sworn, did
depose and say that she is one of the partners of the firm of KPMG Peat
Marwick, the firm described in and which executed the foregoing instrument, and
that she signed her name thereto for and on behalf of said firm.
_____________________
Notary Public
47
EXHIBIT B
Buck Consultants Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
A. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
TPF&C/Towers ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
The ▇▇▇▇▇ Company
▇▇▇▇ '▇' ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇
48
EXHIBIT C
Bankers Trust Company
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
The Bank of New York
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
49
Amendment
_________
Amendment, effective January 23, 1996, to Trust Agreement dated March 1,
1994, among USLIFE Corporation, Chemical Bank and KPMG Peat Marwick LLP (as
Independent Contractor) establishing a trust to fund the USLIFE Corporation
Retirement Plan for Outside Directors and the USLIFE Corporation Deferred
Compensation Plan for outside directors.
In accordance with the provisions contained in Section 10.1 of the
Agreement, the language in Section 2.3(d) (iv) is deleted in its entirety and
replaced with the following language:
"Change In Control" means (i) a merger or consolidation to which the
Company is a party and for which the approval of any shareholders of the
Company is required; (ii) any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)
becoming the beneficial owner, directly, or indirectly, of securities of
the Company representing 25% or more of the combined voting power of the
Company's then outstanding securities; (iii) a sale or transfer of
substantially all of the assets of the Company; (iv) a liquidation or
reorganization of the Company; or (v) the occurrence of any Flip Over
Transaction or Event, as defined in Section 1.1(j) of the Amended and
Restated Rights Agreement, as amended from time to time prior to the
occurrence of any such transaction or event that otherwise would have
previously been considered a Flip Over Transaction or Event. Provided,
however, that an event described above shall not constitute a Change In
Control if within 10 days of such event the Continuing Directors provide
the Trustee with a resolution expressly stating that such event shall not
constitute a Change In Control for the purpose of the Agreement.