1
EXHIBIT 10.55
▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC.
Senior Officer Deferred Compensation Plan
Grantor Trust Agreement
THIS AGREEMENT (this "Trust Agreement"), made as of the 9th day of August,
1996, by and between ▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC., a Delaware corporation
(hereinafter referred to as "PWG"), and THE CHASE MANHATTAN BANK (hereinafter
referred to as the "Trustee").
WITNESSETH:
WHEREAS, PWG or one or more of its direct or indirect subsidiaries is
obligated to pay deferred compensation to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Participant")
and his beneficiaries (the "Beneficiaries") under the PWG Senior Officer
Deferred Compensation Plan (the "Plan"); and
WHEREAS, PWG wishes to establish a trust (the "Trust") and to contribute
assets to the Trust that shall be held therein, subject to the claims of the
creditors of PWG or its Material Subsidiaries, as herein defined, in the event
of insolvency, as herein defined, until delivered to the Participant or
Beneficiaries in such manner and at such times as specified in the Plan; and
WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement for purposes of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and the Internal Revenue Code
of 1986, as amended (the "Code");
NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:
1. ESTABLISHMENT OF TRUST
(a) The Trust shall consist of such property, as is acceptable to the
Trustee, as shall be deposited with the Trustee from time to time by PWG, which
shall be the principal of the Trust, to be held and administered as provided
herein.
(b) Such property may consist of shares of PWG common stock, par value
$1.00 ("Shares"). If any Shares are contributed to the Trust, PWG shall, by
virtue of such contribution, represent that the Shares are validly issued,
nonassessable and transferrable, subject to the requirements of applicable
federal and state securities laws. PWG represents
2
the Shares have been registered on Form S-8 filed with the Securities and
Exchange Commission. PWG shall advise the Trustee of any limitations on sale of
the Shares. PWG shall also use its reasonable effects to register or qualify
such Shares covered by Form S-8 under the "blue sky" or securities laws of such
jurisdictions within the United States.
(c) The Trust hereby established shall be irrevocable.
(d) The Trust is intended to be a grantor trust, of which PWG is the
grantor, within the meaning of subpart E, part 1, subchapter J. chapter 1,
subtitle A of the Code and shall be construed accordingly.
(e) The principal of the Trust, and any earnings thereon, shall be held
separate and apart from other assets of PWG and shall be used exclusively for
the uses and purposes of the Participant, Beneficiaries and the general
creditors of PWG and its Material Subsidiaries as herein set forth. The
Participant and Beneficiaries 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 Trust Agreement shall be mere unsecured contractual
rights of the Participant and Beneficiaries against PWG. Any assets held by the
Trust shall be subject to the claims of the general creditors of PWG and its
Material Subsidiaries under federal and state law in the event of insolvency, as
defined in Section 3(a) herein.
2. PAYMENTS TO THE PARTICIPANT OR BENEFICIARIES
(a) PWG shall deliver to the Trustee written schedules (the "Payment
Schedules") in a form acceptable to the Trustee that indicate the dates or
events on which the assets of the Trust are to be paid out to the Participant or
Beneficiaries; provided that it shall be the responsibility of the Administrator
(as defined in Section 2(b)) to determine if an event set forth on the schedule
has occurred and advise the Trustee of such event. Except as otherwise provided
herein, the Trustee shall make payments to the Participant or Beneficiaries in
accordance with such Payment Schedules.
(b) All payments shall be in cash except that the Trustee may, at the
direction of an administrator (the "Administrator") appointed for purposes of
this Trust by the Compensation Committee of PWG's Board of Directors (the
"Committee"), distribute assets held in the Trust other than Shares to the
Participant or Beneficiaries; provided that, in the event of a distribution in
kind, the Administrator shall advise the Trustee of the value of the assets
distributed and the Trustee may conclusively rely upon such information without
further inquiry.
(c) The Administrator shall advise the Trustee of the amount of withholding
of any federal, state or local taxes that may be required to be withheld with
respect to the payments of benefits pursuant to the terms of the Plan. The
Trustee shall pay amounts withheld to the appropriate taxing authorities.
2
3
(d) For the purpose of making cash payments or to satisfy various
withholding or other obligations hereunder, if all or part of the principal of
the Trust shall consist of securities or other property, which do not have a
readily ascertainable market value, PWG may purchase from the Trust (or it may
substitute new assets for) such assets at its option for the amount it then
designates as the market value; provided that the Administrator certifies to the
Trustee that such market value has been determined on the same basis utilized
for trust reporting purposes pursuant to Section 7(a). The Trustee shall be
absolutely protected in relying upon the value determined by PWG and the
Administrator.
3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS WHEN COMPANY IS
INSOLVENT
(a) The Trustee shall cease payment of benefits to the Participant or
Beneficiaries if PWG or any Material Subsidiary is insolvent. PWG or any
Material Subsidiary shall be considered "insolvent" for purposes of this Trust
Agreement if (i) PWG or such Material Subsidiary is unable to pay its debts as
they become due, or (ii) PWG or such Material Subsidiary is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.
(b)At all times during the continuance of this Trust, as provided in
Section l(d) hereof, the assets of the Trust shall be subject to claims of
general creditors of PWG and its Material Subsidiaries under federal and state
law as set forth below.
(1) The Chief Financial Officer of PWG shall have the duty to inform the
Trustee in writing of the insolvency of PWG or any such Material Subsidiary. If
a person claiming to be a creditor of PWG or a Material Subsidiary alleges in
writing to the Trustee that PWG or such Material Subsidiary has become
insolvent, the Trustee shall, within 2 business days of delivery to the person
authorized as the Trustee to discontinue payments hereunder, request a
certification from the Chief Financial Officer of PWG as to whether or not PWG
or such Material Subsidiary is insolvent, and, pending such certification, the
Trustee shall discontinue payment of benefits to the Participant or
Beneficiaries. The Trustee may conclusively, without further inquiry, rely upon
the certification that it receives.
(2) Unless the Trust Department of the Trustee has actual direct written
knowledge of the insolvency of PWG or any such Material Subsidiary, or has
received notice from PWG or a person claiming to be a creditor alleging that PWG
is insolvent, the trustee shall have no duty to inquire whether PWG or any such
Material Subsidiary is insolvent. The Trustee may in all events rely on the
certification concerning the solvency of PWG or any such Material Subsidiary as
may be furnished to the Trustee pursuant to Section 3(b)(1) without further
inquiry.
(3) if at any time the Trustee has determined that PWG or any such Material
Subsidiary is insolvent pursuant to Section 3(b)(1) or (b)(2), the Trustee shall
3
4
discontinue payments to the Participant or Beneficiaries and shall hold the
assets of the Trust for the benefit of the general creditors of PWG or any such
Material Subsidiary. Nothing in this Trust Agreement shall in any way diminish
any rights of the Participant or Beneficiaries to pursue their rights as general
creditors of PWG with respect to benefits due under the Plan or otherwise.
(4) The Trustee shall resume the payment of benefits to the participant
or Beneficiaries in accordance with Section 2 of this Trust Agreement only after
the Trustee has received a certification that PWG or any such Material
Subsidiary is no longer insolvent. The Trustee shall be entitled to rely on such
certification without future inquiry.
(c) Provided that there are sufficient assets, if the Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payment, the first payment following such
discontinuance shall include the aggregate amount of all payments due to the
Participant or Beneficiaries under the terms of the Plan for the period of such
discontinuance, less the aggregate amount of any payments made to the
Participant or Beneficiaries by PWG in lieu of the payments provided for
hereunder during any such period of discontinuance. PWG shall certify to the
Trustee the amount of payments made to the Participant or Beneficiaries by PWG
during the discontinuance.
(d) As used herein, "material Subsidiary" shall mean at any time any
significant subsidiary of PWG as determined in accordance with Regulation S-X
under the Securities Exchange Act of 1934. PWG shall from time to time provide
the Trustee with a list of Material Subsidiaries.
4. PAYMENTS TO COMPANY
Subject to Section 2(a) and Section 5(a), PWG shall have no right or power
to direct the Trustee to return to PWG or to divert to any other person any of
the Trust assets before all payment of benefits have been made to the
Participant or Beneficiaries pursuant to the terms of the Plan. The
Administrator shall certify to the Trustee in writing that all payments of
benefits under the Trust have been made. The trustee may conclusively rely upon
such certification.
5. INVESTMENT AUTHORITY
(a) The Trustee shall, upon written instructions received from the
Administrator or investment manager appointed by PWG, hold, dispose, invest and
reinvest the assets of the Trust (including the Shares), without distinction
between principal and income, in treasury bills, mutual funds, hedge funds,
investment partnerships sponsored by PWG and marketable securities.
Notwithstanding the foregoing, in no event may assets of the Trust be invested
in Shares except to the extent such Shares have been deposited in the Trust
pursuant to Section l(a). PWG shall have the right at any time, and from time to
time,
4
5
in its sole discretion, to substitute assets of equal market value for any asset
held by the Trust as provided in Section 2(d). The right of PWG to purchase or
substitute assets held in the trust is exercisable by PWG in a nonfiduciary
capacity.
(b) Except as provided for in Section 5(d) with respect to Shares, all
rights associated with assets of the Trust shall be exercised by the Trustee or
the person designated by the Trustee, and shall in no event be exercisable be or
rest with PWG, the Participant or the Beneficiaries.
(c) When disposing of assets held in the Trust, nothing shall prevent the
Trustee, upon the direction of the Administrator, from selling such assets to
the Participant or the Beneficiaries for the amount set forth in the Trust
accounting.
(d) The Trustee shall have the absolute discretion to vote or abstain from
voting the shares with respect to any matters brought before shareholders. The
Trustee shall tender or not tender any Shares as directed by the Administrator.
(e) The Trustee may hold the assets of the Trust in nominee name.
(f) When the Trustee delivers property against payment, delivery of the
property and receipt of payment may not be simultaneous. The risk of non-receipt
of payment shall be the Trust's, and the Trustee shall have no liability
therefor, unless such non-receipt of payment is a result of the Trustee's (or
its officers', directors', employees', nominees' or agents') gross negligence or
wilful misconduct. All credits to the Trust of the anticipated proceeds of sales
and redemptions of property and of anticipated income from property shall be
conditional upon receipt by the Trustee of final payment and may be reversed to
the extent final payment is not received. At the discretion of the Trustee, the
Trust may make use of such conditional credits. To the extent such credits do
not become unconditional by receipt of final payment, the Trust shall reimburse
the Trustee upon demand for the amount of such conditional credits so used. When
the Trustee is to receive property, it is authorized to accept documents in lieu
of such property as long as such documents contain the agreement of the issuer
thereof to hold such property subject to the Trustee's sole order. The Trustee
may, in its discretion, advance funds to the Trust to facilitate the settlement
of any trade. In the event of such an advance, the Trust shall immediately
reimburse the Trustee for the amount thereof.
6. DISPOSITION OF INCOME
During the term of this Trust, all income received by the Trust shall be
accumulated and reinvested in accordance with Section 5 above.
5
6
7. ACCOUNTING BY TRUSTEE
(a) (i) The Trustee shall keep accurate and detailed accounts of all its
receipts, investments and disbursements under this Trust Agreement. Such person
or persons as PWG shall designate shall be allowed to inspect the books of
account relating to the trust upon request at any reasonable time during the
business hours of the Trustee. With respect to any securities or properties
which do not have a readily ascertainable market value, PWG shall provide the
Trustee with periodic valuations of such securities or properties. The valuation
method of each valuation report shall be done in a manner consistent with
valuations used by PWG on its inventory of securities. The Trustee may
conclusively rely upon such valuations of PWG for all purposes hereunder without
inquiry.
(ii) Within 60 days after the close of each calendar year (subject to the
valuations supplied by PWG), the Trustee shall transmit to PWG, and certify the
accuracy of, a written statement of the assets and liabilities of the Trust at
the close of that year and a written account of all the Trustee's transactions
relating to the Trust during the period from the last previous accounting to the
close of that year. (For purposes of this paragraph, the date of the Trustee's
resignation or removal as provided in Section 10 hereof shall be deemed to be
the close of a calendar year.)
(iii) Unless PWG shall have filed with the Trustee written exceptions or
objections to any such statement and account within 90 days after receipt
thereof, PWG shall be deemed to have approved such statement and account, and in
such case or upon the written approval by PWG of any such statement and account,
the Trustee shall be forever released and discharged with respect to all matters
and things embraced in such statement and account as though it had been settled
by decree of a court of competent jurisdiction in an action or proceeding to
which PWG and all persons having any beneficial interest in the Trust were
parties.
(b) Nothing contained in this Trust Agreement or in the Plan shall deprive
the Trustee of the right to have a judicial settlement of its accounts. In any
proceeding for a judicial settlement of the Trustee's account or for
instructions in connection with the Trust, the only other necessary parties
thereto in addition to the Trustee shall be PWG and the Participant or
Beneficiaries. No person interested in the Trust, other than PWG and the
Participant or Beneficiaries, shall have a right to compel an accounting,
judicial or otherwise, by the Trustee, and each such person shall be bound by
all accounting by the Trustee to PWG, as herein provided, as if the account had
been settled by decree of a court of competent jurisdiction in an action or
proceeding to which such person was a party.
8. RESPONSIBILITY OF PWG AND TRUSTEE
(a) The Trustee shall discharge its duties under this Trust Agreement in a
reasonably prudent manner.
6
7
(b) The Trustee may retain and consult with counsel, who may be counsel for
PWG or for the Trustee in its individual capacity, and shall not be deemed
imprudent by reason of its taking or refraining from taking any action in
accordance with the opinion of counsel. The Trustee shall not be required to
give any bond or any other security for the faithful performance of its duties
under this Trust Agreement, except as required by law.
(c) The Trustee shall be under no duties whatsoever, except such duties as
are specifically set forth as such in this Trust Agreement or as otherwise
agreed to in writing by the Trustee. The Trustee shall not be compelled to take
any action toward the execution or performance of the Trust created hereunder or
to prosecute or defend any suit or claim in respect thereof, unless indemnified
to its satisfaction against loss, liability, and reasonable costs and expenses.
The Trustee shall be under no liability or obligation to anyone with respect to
any failure on the pan of PWG to perform any of its obligations under this Trust
Agreement.
(d) PWG shall act in accordance with the Plan as provided herein, and the
Trustee shall not be responsible in any respect for acting in accordance with
the Plan nor shall the Trustee be responsible for the adequacy of the Trust to
meet and discharge all payments and liabilities under the Plan. The Trustee
shall be fully protected in relying upon any written notice, certificate,
instruction, direction or other communication of any investment manager
appointed by PWG, the Administrator or other authorized officers of PWG that is
not contrary to the express provisions of this Trust Agreement. PWG shall
furnish the Trustee with the name and specimen signature of the Administrator or
other authorized officers of PWG authorized to act or give directions hereunder
and shall promptly notify the Trustee of the termination of the Administrator
and the appointment of a successor thereto. Until notified to the contrary, the
Trustee shall be fully protected in relying upon the most recent name and
specimen signature of the Administrator furnished to it by PWG.
(e) Unless other evidence with respect thereto has been specifically
prescribed in this Trust Agreement, any action of PWG under any provision of
this Trust Agreement, including any approval of or exceptions to the Trustee's
accounts, shall be evidenced by a certificate signed by the Administrator, and
the Trustee shall be fully protected in relying upon such certificate. The
Trustee may accept a certificate signed by the Administrator as proof of any
fact or matter that it deems necessary or desirable to have established in the
administration of the Trust (unless other evidence of such fact or matter is
expressly prescribed herein), and the Trustee shall be fully protected in
relying upon the statements in the certificate.
(f) The Trustee shall be entitled conclusively to rely upon any written
notice, instruction, direction, certificate or other communication reasonably
believed by it to be genuine and to be signed by the proper person or persons,
and the Trustee shall be under no duty to make investigation or inquiry as to
the truth or accuracy of any statement contained therein.
7
8
(g) in no event shall the Trustee be liable for special or consequential or
punitive damages.
(h) Until notice be given to the contrary, communications to the Trustee
shall be sent to it at its office at The Chase Manhattan Bank, N.A., ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and to PWG at its offices located at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Director of Human
Resources.
(i) PWG shall pay and shall protect, indemnify and save harmless the
Trustee and its officers, directors or trustee, employees, agents and nominees
from and against any and all losses, liabilities (including liabilities for
penalties), actions, suits, judgments, demands, damages, reasonable costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses) of any nature arising from or relating to any action or failure to act
by the Trustee, its officers, directors or trustee, employees, nominees and
agents in connection with the transactions contemplated by this Trust Agreement,
except to the extent that any such loss, liability, action, suit, demand,
damage, cost or expense is the result of the gross negligence or wilful
misconduct of the Trustee, its officers, directors or trustees, employees,
nominees or agents.
(j) The Trustee shall have, without exclusions, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein.
(k) Notwithstanding any powers granted to the Trustee pursuant to this
Trust 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 Code.
9. TRANSACTION COSTS, TAXES, COMPENSATION AND EXPENSES OF TRUSTEE
(a) PWG shall pay (or make available to the Trustee to pay) any transaction
costs and any federal, state, local or other taxes (including withholding taxes)
imposed or levied with respect to the corpus and/or income of the Trust or any
part thereof under existing or future laws, and PWG, in its discretion, may
contest the validity or amount of any transaction cost or any tax assessment,
claim or demand respecting the Trust or any part thereof. Notwithstanding the
foregoing, to the extent instructed by the Administrator and to the extent Trust
assets are available, the Trustee, solely in its capacity as trustee and not in
its individual capacity, shall advance funds to PWG to enable PWG to satisfy any
such transaction costs or taxes. Such advances shall be repayable at such date
or dates, with or without interest to be set at a reasonable market rate, or
shall be forgiven in whole or in part, in each case, as determined by the
Administrator in its sole discretion. In the event PWG pays such transaction
costs or such taxes directly, the Administrator may require the Trustee to
reimburse PWG for the cost of funds incurred by PWG for any transaction costs
8
9
or any tax payments made on behalf of the Trust. The Trustee upon notice from
the Administrator that a payment is for the purposes set forth in the preceding
sentence may reimburse PWG without further inquiry.
(b) PWG shall pay to the Trustee from time to time such reasonable
compensation for its services as trustee as shall be agreed upon by PWG and the
Trustee. PWG shall also pay the reasonable and necessary expenses (including
reasonable fees of counsel engaged by the Trustee pursuant to Section 8(b) of
this Trust Agreement) incurred by the Trustee in the performance of its duties
under this Trust Agreement; provided, however, that the aggregate amount of any
legal expenses incurred in any calendar year by the Trustee under this Trust and
any other trust between PWG and the Trustee which is established in whole or in
part to fund PWG's obligations under the Plan and which are reimbursable to the
Trustee under this section or the corresponding section of each trust agreement
entered into by the parties hereto in connection with any such other trust shall
not exceed $3,500, unless (i) the Trustee has delivered written notice
("Notice") to PWG at least ten business days prior to the date on which such
legal expenses or expenses are to be incurred and (ii) PWG has not notified the
Trustee in writing of its objection to the Trustee incurring such expenses prior
to the expiration of such ten-business-day period. To constitute Notice for
purposes of the previous sentence, the writing from the Trustee to PWG shall
specify in reasonable detail (i) the expenses to be incurred, (ii) the reason or
reasons why the Trustee believes it is necessary to incur such expenses, (iii)
the anticipated amount of such expenses and (iv) the legal counsel who will be
paid any amounts for which reimbursement will be sought by the Trustee under
this section. If PWG notifies the Trustee in writing of its objection to any
expenses described in the Notice prior to the expiration of the ten-business-day
period, such expense shall not be reimbursable to the Trustee either from the
assets of the Trust or from PWG, regardless of whether the Trustee determines to
incur such expense. The ten-business-day notice period described above shall
begin on the date the Notice is received by PWG. Any compensation and expenses
which are otherwise reimbursable under this section and which are not paid by
PWG may be deducted by the Trustee from the assets of the Trust. If the Trustee
satisfies such obligations out of the assets of the Trust, PWG shall
immediately, upon demand by the Trustee, deposit into the Trust a sum equal to
the amount paid by the Trust.
10. RESIGNATION AND REMOVAL OF TRUSTEE
(a) The Trustee may resign at any time by written notice to PWG, which
shall be effective 60 days after receipt of such notice unless PWG and the
Trustee agree otherwise.
(b) The Trustee may be removed by PWG on 60 days' written notice or upon
shorter notice accepted by the Trustee.
(c) Upon resignation or removal of the Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee. The
9
10
transfer shall be completed within 60 days after receipt of notice or
resignation, removal or transfer, unless PWG extends the time limit.
(d) if the Trustee resigns or is removed, a successor shall be appointed,
in accordance with Section 11 hereof, by the effective date of resignation or
removal under paragraph (a) or (b) of this Section. If no such appointment has
been made, the Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of the Trustee in
connection with the proceeding described in the previous sentence shall be paid
by PWG.
11. APPOINTMENT OF SUCCESSOR TRUSTEE
If the Trustee resigns or is removed in accordance with Section 10 hereof,
PWG, by action of the Committee, shall appoint a successor trustee reasonably
acceptable to the Participant or Beneficiaries to act hereunder after the
effective date of such removal or resignation. Each successor trustee shall have
the powers and duties conferred upon the Trustee in this Trust Agreement, and
the term "Trustee" as used in this Trust Agreement shall be deemed to include
any successor trustee. Upon designation or appointment of a successor trustee,
the Trustee shall transfer and deliver the Trust to the successor trustee,
reserving such sums as the Trustee shall deem necessary to defray its expenses
in settling its accounts, to pay any of its compensation due and unpaid and to
discharge any obligation of the Trust for which the Trustee may be liable. Any
amounts remaining shall be restored to the Trust by PWG with interest at 30-day
treasury ▇▇▇▇ rate. If the sums so reserved are not sufficient for these
purposes, the Trustee shall be entitled to recover the amount of any deficiency
from PWG. When the Trust shall have been transferred and delivered to the
successor trustee and the accounts of the Trustee have been settled as provided
in Section 7 hereof, the Trustee shall be released and discharged from all
further accountability or liability for the Trust (except for any acts (other
than any accounting) resulting from the gross negligence or willful misconduct
of the Trustee during the period it was acting hereunder) and shall not be
responsible in any way for the further disposition of the Trust or any part
thereof.
12. AMENDMENT OR TERMINATION
(a) This Trust Agreement may be amended by a written instrument executed by
the Trustee and PWG. Notwithstanding the foregoing, no such amendment shall
conflict with the terms of the Plan or shall make the Trust revocable. PWG shall
certify to the Trustee that any proposed amendment is not in conflict with the
terms of the Plan or the Trust.
(b) The Trust shall not terminate until the earlier to occur of (i) the
date on which the Participant or Beneficiaries are no longer entitled by any
benefits pursuant to the Plan or (ii) the twenty-first anniversary of the death
of the Participant who is the beneficiary
10
11
of the Trust as of the date of execution of this Trust Agreement. Upon
termination of the Trust, any assets remaining in the Trust shall be returned to
PWG.
13. MISCELLANEOUS
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such provisions, without invalidating the
remaining provisions hereof.
(b) Benefits payable to the Participants or Beneficiaries under this Trust
Agreement may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered or subject to attachment, garnishment, levy,
execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in accordance
with the laws of the State of New York.
(d) The titles to Sections of this Trust Agreement are placed herein for
convenience of reference only, and the Trust Agreement is not to be construed by
reference thereto.
(e) This Trust Agreement shall bind and inure to the benefit of the
successors and assigns of PWG and the Trustee, respectively, and the Participant
or Beneficiaries and legal representatives (e.g., executors, administrators,
conservators, etc.).
(f) This Trust Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute but one instrument, which may be sufficiently evidenced by a
counterpart.
14. EFFECTIVE DATE
The effective date of this Trust Agreement shall be August 9, 1996.
11
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their respective names by their duly authorized officers under their
corporate seals as of the day and year first above written.
▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC.
______________________ By: ______________________
Notary Pubic Title:
THE CHASE MANHATTAN BANK
______________________ By:_______________________
Notary Public Title:
12
