Exhibit 10(2)
THIRD AMENDMENT TO
BENEFIT TRUST AGREEMENT
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WHEREAS, the Benefit Trust Agreement was established by trust agreement
dated August 27, 1996, by and between The ▇▇▇▇ Corporation, an Ohio corporation
(the "Company") and Key Bank, N.A., a national banking association (the
"Trustee"), as a restatement in its entirety and continuation of a trust
established January 9, 1987, by and between the Company and Society Bank,
National Association, a national banking association, and subsequently amended,
effective as of June 24, 1998, and October 28, 2000; and
WHEREAS, it is desirable to further amend the Benefit Trust Agreement;
NOW, THEREFORE, the Benefit Trust Agreement, as amended, is hereby further
amended, effective as of June 28, 2001, as follows:
1. The second paragraph thereof is amended to read, in its entirety, as
follows:
"WHEREAS, the Company is obligated under The ▇▇▇▇ Supplemental
Executive Retirement Plan, The ▇▇▇▇ Corporation Incentive Compensation
Election Plan, The ▇▇▇▇ Corporation Deferred Compensation Plan for
Directors, The ▇▇▇▇ Corporation Section 415 Excess Benefit Plan, The ▇▇▇▇
Corporation Excess Earnings Benefit Plan, The 1985 Supplement to The ▇▇▇▇
Corporation Incentive Compensation Election Plan, The 1985 Supplement to
The ▇▇▇▇ Corporation Deferred Compensation Plan for Directors, The ▇▇▇▇
Corporation Executive Capital Accumulation Plan, The ▇▇▇▇ Corporation
Directors Capital Accumulation Plan, The ▇▇▇▇ Corporation Directors
Retirement Plan, The ▇▇▇▇ School & Office Products (Canada) Limited
Supplemental Employee Retirement Plan, the ▇▇▇▇▇▇▇▇ Letter dated May 7,
2001, and all Change in Control Severance Agreements with Executives and
Staff directors, as each such plan, letter or agreement may be amended from
time to time (together with any prior version thereof (except in the case
of the ▇▇▇▇▇▇▇▇ Letter) or predecessor plan thereto under which benefits
remain payable from time to time, the 'Plans,' and singly, the 'Plan') to
make certain deferred payments to certain of the Company's present and
former directors and executives (together, the "Executives"); and "
2. The first phrase of the first sentence of Section 2.01(b) of the
Benefit Trust Agreement, "Upon the occurrence of a Potential Change in Control,
as defined in Section 3.02 hereof," is amended to read, in its entirety, as
follows: "No later than the tenth business day (the "Funding Date") following
the occurrence of a Potential Change in Control, as defined in Section 3.02
hereof,".
3. The last clause of the first sentence of Section 6.01 of the Benefit
Trust Agreement, "provided, however, that, prior to the occurrence of any
Potential Change in Control or Change in Control, the Company, in its sole
discretion, may terminate this Trust." is amended to read, in its entirety, as
follows: "provided, however, that, prior to the earlier of the Funding Date or
any Change in Control, the Company, in its sole discretion, may terminate this
Trust; and, provided, further, that the Company, in its sole discretion, may
terminate this Trust during the ten-business-day period immediately following
any return of the Trust Corpus to the Company pursuant to Section 4.01 hereof."
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4. The first sentence of Section 6.02 of the Benefit Trust Agreement is
amended to read, in its entirety, as follows:
"Prior to the earlier of the Funding Date or any Change in Control (and
also during the ten-business-day period immediately following any return of the
Trust Corpus to the Company pursuant to Section 4.01 hereof), this Trust can be
amended by an instrument in writing signed on behalf of the parties hereto."
5. The first phrase of the second sentence of Section 6.02 of the Benefit
Trust Agreement, "After a Potential Change in Control or Change in Control has
occurred," is amended to read, in its entirety, as follows: "On and after the
earlier of the Funding Date or any Change in Control (except during the ten-
business-day period immediately following any return of the Trust Corpus to the
Company pursuant to Section 4.01 hereof),".
IN WITNESS WHEREOF, the parties have executed this Third Amendment to the
Benefit Trust Agreement as of the effective date written above.
THE ▇▇▇▇ CORPORATION
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President, General Counsel
and Secretary
KEY BANK, N.A.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CPA
Title: Senior Vice President
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