TRUST AGREEMENT Between PPL CORPORATION And WACHOVIA BANK, N.A., AS TRUSTEE
Exhibit
10(d)
Between
PPL
CORPORATION
And
WACHOVIA
BANK, N.A., AS TRUSTEE
PPL
EMPLOYEE CHANGE IN CONTROL AGREEMENTS TRUST
TABLE
OF CONTENTS
ARTICLE
|
I
|
Establishment,
Purpose and Nature of Trust Fund
|
|
|
II
|
Contributions
to Trust Fund and Allocation to Plan Accounts
|
|
|
III
|
Cessation
of Payments from Trust Fund While Company Insolvent
|
|
|
IV
|
Payments
from Trust Fund While Company Solvent
|
|
|
V
|
Responsibilities
of the Trustee
|
|
|
VI
|
Fees,
Expenses and Taxes
|
|
|
VII
|
Accounts
of the Trustee
|
|
|
VIII
|
Resignation
or Removal of the Trustee
|
|
|
IX
|
Action
of PPL or the Accounting Party
|
|
|
X
|
Reservation
of Powers
|
|
|
XI
|
Surplus
Plan Accounts and Termination of Trust
|
|
|
XII
|
Merger
or Consolidation of the Trustee
|
|
|
XIII
|
Miscellaneous
|
Between
PPL
CORPORATION
And
WACHOVIA
BANK, N.A., AS TRUSTEE
This
Agreement and Declaration of Trust (hereinafter called the "Trust Agreement")
made as of the 1st day of January 2007, by and between PPL Corporation, a
corporation organized and existing under the laws of the Commonwealth of
Pennsylvania, with its principal place of business at Allentown, Pennsylvania,
hereinafter referred to as “PPL,” or the "Company," and Wachovia Bank, N.A.,
with its principal place of business at Charlotte, North Carolina, hereinafter
called the "Trustee",
WITNESSETH:
WHEREAS,
PPL has heretofore adopted certain change in control agreements with certain
of
its subsidiaries' employees (such employees and their designated beneficiaries
where applicable being hereinafter referred to collectively as the
"Participants" and individually as a "Participant") and may hereafter adopt
other such agreements or plans; and
WHEREAS,
PPL wishes to establish this grantor trust, hereinafter called the "Trust,"
for
the collective investment of such property as may from time to time be
contributed thereto, subject only to the claims of PPL's general creditors
in
the event of PPL's Insolvency (as defined in Article III); and
WHEREAS,
PPL wishes the Trust to be used in connection with such plans or agreements
as
it may from time to time designate under Article X of this Trust Agreement
(which plans and agreements are hereinafter called the "Plans" collectively
or
the "Plan" individually), although the Trust may not necessarily hold sufficient
assets to satisfy all of the benefits to be provided under the Plans;
and
WHEREAS,
the Trustee is willing to hold and administer such trust assets pursuant to
the
terms of this Trust Agreement.
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants herein
contained, PPL and the Trustee intending to be legally bound hereby, do covenant
and agree as follows:
Article
I
Establishment,
Purpose and Nature of Trust Fund
1.1 PPL
hereby establishes with the Trustee a trust consisting of such cash and/or
marketable securities as shall be paid to the Trustee with respect to the Plans
pursuant to Article II, Paragraph 2.1. The Trust shall be known as the PPL
EMPLOYEE CHANGE IN CONTROL AGREEMENTS TRUST. The creation of this Trust is
not
intended to create an employee benefit plan subject to Title I of the Employee
Retirement Income Security Act of 1974. The Trust is intended to constitute
an
unfunded arrangement and shall not affect the status of the Plans as unfunded
plans maintained for the purpose of providing deferred compensation for a select
group of management or highly compensated employees for purposes of Title I
of
the Employee Retirement Income Security Act of 1974, as amended.
1.2 The
Trust
shall consist of all contributions to the Trust by PPL and the earnings and
losses thereon (including unrealized gains and losses), less disbursements
therefrom (hereinafter called the "Trust Fund"). The principal of the Trust,
and
any earnings thereon shall be held separate and apart from other funds of PPL
and shall be used exclusively for the uses and purposes of Participants, and
general creditors as herein set forth. Participants shall have no preferred
claim on, or any beneficial ownership interest in, any assets of the Trust.
Any
rights created under the Plans and this Trust Agreement shall be mere unsecured
contractual rights of Participants against PPL. Any assets held by the Trust
will be subject to the claims of PPL's general creditors under federal and
state
law in the event PPL becomes Insolvent.
1.3 The
Trust
hereby established is revocable by PPL; provided, however,
that it
shall be irrevocable upon a Change in Control, as defined in Paragraph
10.3.
1.4 The
Trust
Fund shall be held by the Trustee, subject to the reservation of powers under
Paragraphs 10.1 and 10.2 of Article X, for the purpose of providing benefits
in
accordance with the terms of the Plans. The Trustee shall pay all benefits
as
they become due and payable pursuant to the Plans in accordance with Article
III
and Article IV to the extent there are sufficient funds in the Trust to do
so.
Notwithstanding the foregoing, the Trust Fund shall be treated as an asset
of
PPL and shall remain subject to the claims of PPL's general creditors in the
event of PPL becomes Insolvent.
1.5 The
rights, powers, titles, duties, discretions and immunities of the Trustee shall
be governed solely by this Trust Agreement and applicable state and federal
law.
1.6 The
Trust
is intended to be a grantor trust, of which PPL is the grantor, within the
meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the
Internal Revenue Code of 1986, as amended, Sections 671-678, and any successor
statute thereto, and shall be construed accordingly.
1.7 The
Plans
and any persons who may be entitled to benefit payments under the terms of
the
Plans shall not have any preferred claim on the Trust Fund. Persons who may
be
entitled to benefit payments under the terms of the Plans shall have no greater
right or status than an unsecured creditor of PPL with respect to such
amounts.
1.8 Notwithstanding
anything else in this Agreement to the contrary: (1) the Trustee is not a party
to, and has, except as expressly provided herein, no duties or responsibilities
under, the Plans; (2) PPL shall be required to certify in writing to the Trustee
the identity of any party or person, whether or not a fiduciary named in any
Plans, which has the power to manage and control Plan assets, and the Trustee
shall be entitled to rely upon such certification until notified otherwise
in
writing by PPL; and (3) in any case in which a provision of this Agreement
conflicts with any provision in any Plans, this Agreement shall control.
Notwithstanding the preceding sentence, the Trustee reserves the right to seek
a
judicial and/or administrative determination as to its proper course of action
under this Agreement.
1.9 The
terms
of the Plans shall govern the amount, form and timing of benefit payments to
which a Participant is entitled under the Plans. The Trustee shall have no
right
or obligations with respect to any of the provisions of the Plans except as
provided in this Trust Agreement.
Article
II
Contributions
to Trust Fund and Allocation to Plan Accounts
2.1 Subject
to the provisions of Paragraph 2.2, PPL may from time to time make, or cause
to
be made, such contributions to the Trust Fund of cash and/or marketable
securities as it determines to be appropriate in its sole discretion and are
acceptable to the Trustee, which shall be held by the Trustee for the benefit
of
the Participants covered by each respective Plan, subject to the reservation
of
powers under Paragraphs 10.1 and 10.2 of Article X and the claims of PPL's
general creditors in the event PPL becomes Insolvent. The Trustee shall be
accountable for all such contributions, but shall have no duty to determine
that
the amounts thereof comply with the provisions of the Plans. PPL shall designate
the Plan Account or Accounts as defined in Paragraph 2.3 to which each
contribution shall be allocated and the amount of such contribution to be
allocated to each such Plan Account.
2.2 Upon
the
occurrence of a Potential Change in Control (as defined in Paragraph 10.3),
the
Chief Executive Officer of PPL (or his or her designee) may authorize a cash
contribution to be made to the Trust in an amount equal to the amount that,
in
the determination of PPL, is sufficient to pay each Participant or beneficiary
the benefits to which Participants or their beneficiaries would be entitled
pursuant to the terms of the Plans as of the date of the Potential Change in
Control assuming each Participant terminated employment as of such date under
circumstances giving rise to payment of benefits under the Plans. After a Change
in Control, the Trustee may compel any contribution that is required under
the
Trust. Within 60 days following the end of each Plan year ending after a Change
in Control has occurred, PPL shall be required to irrevocably deposit additional
cash or other property to the Trust in an amount sufficient and to the extent
necessary, to pay each Participant or beneficiary the benefits payable pursuant
to the terms of the Plans as of the close of the Plan years.
2.3 The
Trustee shall hold the Trust Fund without distinction as to principal or income
as a single commingled fund, but for bookkeeping purposes shall maintain a
separate account (hereinafter called a "Plan Account" or an "Account")
reflecting the interest of each Plan in the Trust Fund. Each Plan Account shall
consist of contributions to and payments from the Trust Fund which are allocable
to each such Plan, and the earnings thereon, less disbursements therefrom
attributable to the interest of each Plan in the entire Trust Fund. The Trustee
shall advise the Accounting Party (as defined in Paragraph 2.4 below) of the
Fair Market Value (as defined in Paragraph 2.5 below) of assets in the Trust
Fund as of the close of each calendar year of the Trust, or at such more
frequent intervals as may be mutually agreed upon between the Accounting Party
and the Trustee, among the Plan Accounts based upon the actual return of each
Plan Account.
2.4 For
purposes of this Trust Agreement, the Accounting Party is PPL prior to the
occurrence of a Change in Control, and after the occurrence of a Change in
Control, in lieu of PPL, a committee composed of three members appointed by
the
Board of Directors of PPL prior to the occurrence of a Change in Control. Any
vacancy on the committee after the occurrence of a Change in Control (arising
for any reason, including the failure of the Board of Directors of PPL to
appoint three members willing to serve on the committee or the death or
resignation of any member) will be filled by an employee or former employee
of
PPL with an accrued benefit under any of the Plans designated by the remaining
members or member of the committee, who is willing to serve as a member of
the
committee. If the remaining members of the committee cannot agree on a new
member or there are no members of the committee (for any reason, including
the
failure of the Board of Directors of PPL to appoint prior to the occurrence
of a
Change in Control any person who is willing to serve on the committee or the
death or resignation of all members) any vacancy after the occurrence of a
Change in Control shall be filled by the Participant with the largest accrued
benefit under the Plans and who is willing to serve as a member. If at any
time
after an occurrence of a Change in Control, there are no members of the
committee willing or able to serve, the determination as to the Participant
with
the largest accrued benefit under the Plans shall be made by the Trustee. In
the
event that there are less than three persons who are willing to serve as
members, the committee shall consist of the number of such persons who are
willing to serve as members.
2.5 For
purposes of this Trust Agreement, "Fair Market Value" for any security shall
be
determined as follows:
(a) securities
listed on the New York Stock Exchange, the American Stock Exchange or any other
recognized exchange shall be valued at their last sale prices on the exchange
on
which securities are principally traded on the valuation date (NYSE-Composite
Transactions or AMEX-Composite Transactions prices to prevail on any security
listed on either of these exchanges as well as on another exchange); and where
no sale is reported for that date, the last bid price shall be
used.
(b) all
other
securities and assets shall be valued at their market values as fixed by the
Trustee's staff regularly engaged in such activities.
Article
III
Cessation
of Payments from
Trust
Fund While Company Insolvent
3.1 The
Trust
Fund shall be subject to claims of general creditors of PPL in the event PPL
becomes Insolvent, and at any time the Trustee has actual knowledge, or has
determined, that PPL is Insolvent, the Trustee shall deliver the Trust Fund
to
satisfy such claims as a court of competent jurisdiction may direct. PPL shall
be considered "Insolvent" for purposes of this Trust Agreement if (1) PPL is
unable to pay its debts as they become due or (2) PPL is subject to a pending
proceeding as a debtor or a debtor-in-possession under the federal Bankruptcy
Code, 11 U.S.C. 101 et
seq. (or
any
successor federal statute).
3.2 At
all
times during the continuance of this Trust, as provided in Section 1.3 hereof,
the principal and income of the Trust shall be subject to claims of general
creditors of PPL under federal and state law as set forth below.
3.3 The
Board
of Directors and the Chief Executive Officer of PPL shall have the duty to
inform the Trustee in writing that PPL has become Insolvent and the basis on
which they consider PPL to be Insolvent. If a person claiming to be a creditor
of PPL alleges in writing to the Trustee that PPL has become Insolvent, the
Trustee shall determine whether PPL is Insolvent and, pending such
determination, the Trustee shall be excused from compliance with any instruction
by PPL for payment of benefits or funds to Participants, their beneficiaries
or
any other person.
3.4 If
the
Board of Directors or the Chief Executive Officer of PPL informs the Trustee
in
writing that PPL has become Insolvent, the Trustee shall independently
determine, within a reasonable time that in no event shall exceed sixty days
after receipt of such notice, whether PPL is Insolvent and, pending such
determination, the Trustee shall make no payments from the Trust Fund (unless
otherwise required by applicable law), shall hold the Trust Fund for the benefit
of PPL's general creditors, and shall resume payments from the Trust Fund only
after the Trustee has determined that PPL is not Insolvent (or is no longer
Insolvent, if the Trustee initially determined PPL to be
Insolvent).
3.5 If
at any
time the Trustee has determined that PPL is Insolvent, the Trustee shall make
no
payments to Participants and shall hold the assets of the Trust for the benefit
of PPL's general creditors. Nothing in this Trust Agreement shall in any way
diminish any rights of Participants or their beneficiaries to pursue their
rights as general creditors of PPL with respect to benefits due under the Plans
or otherwise.
3.6 The
Trustee shall permit payment of benefits to Participants in accordance with
Article IV of this Trust Agreement only after the Trustee has determined that
PPL is not Insolvent (or is no longer Insolvent). If the Trustee discontinues
payments from the Trust Fund and subsequently resumes such payments, the first
payments following such discontinuance shall include the aggregate amount of
all
payment's which would have been made to Participants under Article IV during
the
period of such discontinuance (together with interest based upon the daily
average, as determined by the Trustee, of the Average Prime Rate Charged by
Banks (Percent) as published in the Business Conditions Digest, or any successor
publication, of the Social and Economic Statistics Administration, Bureau of
Economic Analysis, of the U.S. Department of Commerce, or any successor
governmental agency), less the aggregate amount of payments made to any such
persons by or on behalf of PPL in lieu of the payments provided for in Article
IV during any such period of discontinuance.
3.7 Except
as
provided in Paragraph 3.3 or 3.4, or unless the Trustee has actual knowledge
that PPL is Insolvent, the Trustee shall have no duty to inquire whether PPL
is
Insolvent. The Trustee may in all events rely on such evidence concerning PPL's
insolvency as may be a furnished to the Trustee which will give the Trustee
a
reasonable basis for making a determination concerning PPL's
insolvency.
3.8 Nothing
in this Trust Agreement shall in any way diminish any rights of a person to
pursue his rights as a general creditor of PPL under the Plans.
Article
IV
Payments
from Trust Fund While Company Solvent
4.1 All
payments from the Trust Fund while PPL is solvent shall be made by the Trustee
only to such persons who at any time prior to the occurrence of a Change in
Control were employees of PPL, or any of its subsidiaries, and, in such manner,
at such times, and in such amounts as required by the terms of each respective
Plan in effect when such payment is made or, if such payment is made after
a
Change in Control occurs, as required by the terms of each respective Plan
in
effect when any such Change in Control occurs.
4.2 Immediately
preceding the occurrence of a Change in Control, PPL shall deliver to the
Trustee: a) a schedule (the "Payment Schedule") that indicates the amounts
payable in respect of each Participant, that provides a formula or other
instructions acceptable to the Trustee for determining the amounts so payable,
the form in which such amount is to be paid (as provided for or available under
the Plans), and the time of commencement for payment of such amounts, and b)
copies of all then current Plans and any subsequent amendments thereto. Except
as otherwise provided herein, the Trustee shall make payments to the
Participants in accordance with such Payment Schedule. The Trustee shall make
provision for the reporting and withholding of any federal, state or local
taxes
that may be required to be withheld with respect to the payment of benefits
pursuant to the terms of the Plans and shall pay amounts withheld to the
appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by PPL.
4.3 PPL
hereby agrees that the Accounting Party (as defined in Section 2.4) shall have
the exclusive responsibility, and the Trustee shall not have any responsibility
or duty under this Trust Agreement for determining that any change in the
Payment Schedule is in accordance with the terms of the Plan and applicable
law,
including without limitation, the amount, timing or method of payment and the
identity of each person to whom such payments shall be made. The Trustee shall
have no responsibility or duty to determine the tax effect of any payment or
to
see to the application of any payment.
4.4 The
entitlement of a Participant to benefits under the Plans shall be determined
under the Plans, and any claim for such benefits shall be considered and
reviewed under the procedures, if any, set out in the Plans.
4.5 Notwithstanding
anything contained in Paragraph 4.1, PPL may make payment of benefits directly
to Participants as they become due under the terms of the Plans. PPL shall
notify the Trustee of its decision to make payment of benefits directly prior
to
the time amounts are payable to Participants. In addition, if the principal
of
the Trust, and any earnings thereon, are not sufficient to make payments of
benefits in accordance with the terms of the Plans, PPL shall make the balance
of each such payment as it falls due. The Trustee shall notify PPL where
principal and earnings are not sufficient. The Trustee shall have no
responsibility to inquire whether payments have been made pursuant to the Plans
in question.
4.6 In
no
event shall the Trustee knowingly cause any payment or distribution to be made
from the Trust Fund pursuant to the terms of any Plan for any purpose in an
amount which is in excess of the then current balance of the Plan Account (as
defined in Section 2.3) attributable to that Plan.
4.7 After
the
occurrence of a Change in Control, if a Participant does not receive a payment
that the Participant believes he or she has become entitled to under any Plan,
he or she shall notify the Trustee of such entitlement. Within thirty (30)
days
of its receipt of such notice, the Trustee shall determine whether the terms
of
the Plan dictate that the Participant is entitled to a payment. If the Trustee
determines that a payment is required, the Trustee shall make the payment to
the
Participant as soon as practicable, but in no event shall the payment be made
later than thirty (30) days after the expiration of the initial thirty-day
period. The Trustee shall provide PPL with written confirmation of the fact
and
amount of such payment after it is made. The Trustee's decision shall be final
and binding, and the Participant shall be notified of the decision in writing
within ten (10) days. The notice shall include specific reasons for the
decision, including specific references to the pertinent Plan provisions on
which the decision is based, and shall be written in a manner calculated to
be
understood by the Participant. The provisions of this Paragraph 4.7 shall apply
only after the occurrence of a Change in Control. The Trustee may rely upon
direction from the Accounting Party in making such determinations.
4.8 The
Trustee shall not be liable for any payment made in good faith without actual
notice or knowledge of the changed condition or status of any recipient thereof.
If the Trustee has responsibility for benefit payments and if any payment is
not
claimed, the Trustee shall retain the payment as part of the Trust
Fund.
4.9 Except
as
provided in this Article IV, after the Trust has become irrevocable, PPL shall
have no right or power to direct the Trustee to return to PPL or to divert
to
others any of the Trust assets before all payments of benefits have been made
to
Participants and their beneficiaries pursuant to the terms of the Plans and
all
expenses of the Trust have been paid. At any time prior to the Trust becoming
irrevocable, however, PPL shall have the right or power to direct the Trustee
to
return to PPL any of the assets of the Trust.
Article
V
Responsibilities
of the Trustee
5.1 The
Trustee shall act with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in like capacity
and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims (the "Prudent Man Standard of Care"); provided,
however,
that
Trustee shall incur no liability to any person for any action taken pursuant
to
a direction, request or approval given by PPL or the Accounting Party which
is
contemplated by, and in conformity with, the terms of the Plan or this Trust
and
is given in writing by PPL or the Accounting Party. In the event of a dispute
between PPL and a party, the Trustee may apply to a court of competent
jurisdiction to resolve the dispute. The Trustee shall not be responsible for
the title, validity or genuineness of any property or evidence of title thereto
received by it or delivered by it pursuant to this Trust Agreement and shall
be
held harmless in acting upon any notice, request, direction, instruction,
consent, certification or other instrument believed by it to be genuine and
delivered by the proper party or parties. Under no circumstances shall the
Trustee be liable for consequential, special, or speculative damages under
the
Trust Agreement even if the Trustee is advised as to the possibility thereof.
It
is understood and agreed that the Trustee shall be under no duty to take any
action other than herein specified with respect to any securities or other
property at any time deposited hereunder unless specifically agreed to by the
Trustee in writing or as otherwise provided in this Trust Agreement. Subject
to
the Accounting Party's power of investment direction under Article X, the
Trustee shall have exclusive authority and discretion to hold, manage, care
for
and protect the Trust Fund and shall have the following powers and discretions
in addition to those conferred by law:
(a) To
invest
and reinvest the Trust Fund in such equities (of any classification, including
common and preferred stocks), fixed income, cash, cash equivalents or other
property (real, personal or mixed) and interests in investment companies and
investment trusts as the Trustee shall deem advisable, excluding any obligations
or security, or other property of PPL, whether or not such investments and
reinvestments be authorized by any state law for the investment of Trust Funds
generally;
(b) To
sell,
exchange, convey, transfer or dispose of, and also to grant options with respect
to, any property, whether real or personal, at any time held by it by private
contract or by public auction, for cash or upon credit, or partly for cash
and
partly upon credit, as the Trustee may deem best, and no person dealing with
the
Trustee shall be bound to see to the application of the purchase money or to
inquire into the validity, expediency or propriety of any such sale or other
disposition;
(c) To
compromise, compound and settle any debt or obligation due to or from it as
the
Trustee and to reduce the rate of interest thereon, to extend or otherwise
modify, or to foreclose upon default or otherwise enforce or act with respect
to
any such obligation;
(d) If
directed by the Accounting Party, Trustee shall vote as instructed by Accounting
Party, in person or by general or limited proxy, any stocks or other securities
at any time held in the Trust Fund, at any meeting of stockholders or security
holders, in respect to any business which may come before the
meeting.
(e) To
vote,
in person or by general or limited proxy, any stocks or other securities at
any
time held in the Trust Fund, at any meeting of stockholders or security holders,
in respect to any business which may come before the meeting; to exercise any
options appurtenant to any stocks, bonds or other securities for the conversion
thereof into other stocks, bonds or securities; to exercise or sell any
conversion or subscription rights appurtenant to any stocks, bonds or other
securities at any time held in the Trust Fund, and to make any and all necessary
payments therefor; to join in, and to approve, or to dissent from and to oppose,
any corporate act or proceeding, including any reorganization, recapitalization,
consolidation, merger, dissolution, liquidation, sale of assets or other action
by or plan in respect of corporations or properties, the stocks or securities
of
which may at any time be held in the Trust Fund; to deposit with any committee
or depository, pursuant to any plan or agreement of protection, reorganization,
consolidation, sale, merger, or other readjustment, any property held in the
Trust Fund; and to make payment from the Trust Fund of any charges or
assessments imposed by the terms of any such plan or agreement;
(f) To
accept
and hold any securities or other property received by it under the provisions
of
any of the subdivisions of this Article whether or not the Trustee would be
authorized hereunder then to invest therein;
(g) To
borrow
money on behalf of the Trust upon such terms and conditions as the Trustee
shall
deem advisable to carry out the purposes of the Trust and to pledge securities
or other property of the Trust Fund in repayment of any such loan;
(h) To
enforce any right, obligation or claim in its discretion and in general to
protect in any way the interests of the Trust Fund, either before or after
default, and in case the Trustee shall, in its discretion, consider such action
for the best interest of the Trust Fund, to abstain from the enforcement of
any
right, obligation or claim and to abandon any property, whether real or
personal, which at any time may be held by the Trustee;
(i) To
make,
execute, acknowledge and deliver any and all deeds, leases, assignments,
transfers, conveyances and any and all other instruments necessary or
appropriate to carry out any powers herein granted;
(j) To
cause
any investments from time to time held by it hereunder to be registered in,
or
transferred into, its name as the Trustee or the name of its nominee or
nominees, and with or without designation of fiduciary capacity, or to retain
any investments unregistered or in form permitting transfer by delivery, but
the
books and records of the Trustee shall at all times show that all such
investments are part of the Trust Fund;
(k) To
hold
any part or all of the Trust Fund uninvested;
(l) The
Trustee may not invest in securities (including stock and the rights to acquire
stock) or obligations issued by PPL or an Employer as that term is defined
in
the Plan, except by reason of the inclusion of such securities in a broadly
inclusive index, mutual fund, or collective investment medium.
Notwithstanding
anything else in this Agreement to the contrary, including, without limitation,
any specific or general power granted to the Trustee, including the power to
invest in real property, no portion of the Trust Fund shall be invested in
real
estate. For this purpose, “real estate” includes, but is not limited to, any
direct or indirect interest in real property, leaseholds or mineral
interests.
5.2 If
the
Trustee undertakes or defends any litigation arising in connection with this
Trust, the Trustee shall act only under the Prudent Man Standard of Care, and
PPL agrees to indemnify the Trustee against the Trustee’s costs, expenses and
liabilities (including, without limitation, attorney’s fees and expenses)
relating thereto and to be primarily liable for such payments if the following
conditions are met: (a) theTrustee shall notify the Accounting Party as soon
as
practicable after it has received actual notice of litigation, or when the
Trustee has reached a decision to undertake litigation but prior to filing
a
complaint or other written notice to any party or agency, and (b) the Trustee
shall at all times afford the Accounting Party the reasonable opportunity to
approve (which approval shall not be unreasonably withheld) the hiring or
discharge of legal counsel and the settlement or other conclusion of any such
litigation. If PPL does not pay such costs, expenses and liabilities in a
reasonably timely manner, the Trustee may obtain payment from the Trust. In
no
event shall the Trustee have any liability or responsibility to undertake or
defend any litigation unless the Trustee is reasonably assured of receiving
payment of related fees and expenses. The Trustee shall have, without exclusion,
all powers conferred on trustees by applicable law, unless expressly provided
otherwise herein; provided, however,
that if
an insurance policy is held as an asset of the Trust, the Trustee shall have
no
power to name a beneficiary of the policy other than the Trust, to assign the
policy (as distinct from conversion of the policy to a different form) other
than to a successor Trustee, or to loan to any person other than PPL the
proceeds of any borrowing against such policy. Subject to the foregoing, the
Trustee shall have the exclusive authority:
(a) to
retain
an actuary to calculate the amount of any benefit payments due pursuant to
Paragraph 1.4 of Article I; and
(b) to
do all
acts which the Trustee may deem necessary or proper and to exercise any and
all
of the powers of the Trustee under this Trust Agreement upon such terms and
conditions as to the Trustee may seem in the best interests of the Trust
Fund.
5.3 The
Trustee, at the expense of the Trust or PPL, may consult with legal counsel
(who
prior to the occurrence of a Change in Control may also be counsel for PPL
generally) with respect to any of its duties or obligations
hereunder.
The
Trustee may consult with counsel, and the Trustee shall not be deemed imprudent
by reason of its taking or refraining from taking any action, prior to the
occurrence of a Change in Control, in accordance with the opinion of counsel
for
PPL. PPL agrees to indemnify and hold the Trustee harmless from and against
any
loss, costs and expenses including without limitation reasonable attorneys'
fees
and other costs and expenses incident to any suit, action, investigation, claim
or proceeding that the Trustee may incur in the administration of the Trust
Fund, and this provision shall survive termination of this Trust Agreement
and
the Trust, provided the following conditions are met: (a) the Trustee shall
act
at all times under the Prudent Man Standard of Care, (b) the Trustee shall
notify the Accounting Party as soon as practicable after it has received actual
notice of the suit, action, investigation, claim or proceeding, and (c) the
Trustee shall at all times afford the Accounting Party the reasonable
opportunity to approve (which approval shall not be unreasonably withheld)
the
hiring or discharge of legal counsel and the settlement or other conclusion
of
any such matter. 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 such as may be required by any law which prohibits the waiver
thereof.
5.4 Trustee,
at the reasonable and prudent expense of the Trust or PPL, may hire agents,
accountant, actuaries, investment advisors, financial consultants or other
professionals to assist it in performing any of its duties or obligations
hereunder. The
Trustee shall be entitled, as it may deem appropriate from time to time, to
require of PPL such certifications and proofs of facts or other information
and/or cooperation as shall permit the Trustee to perform its duties or to
exercise the powers granted the Trustee under this Trust Agreement and shall
be
entitled to rely thereon.
5.5 The
Trustee shall not be responsible in any manner whatsoever for the correctness
of
the recitals of fact herein (other than recitals of fact relating solely to
the
Trustee and its power and authority to enter into and perform this Trust
Agreement) all of which have been made by PPL solely; and the Trustee shall
not
be responsible or accountable in any manner whatsoever for or with respect
to
the validity or sufficiency of this Trust Agreement and makes no representation
with respect thereto. The Trustee shall not be responsible for the sufficiency
of the Trust to pay the benefits contemplated by the Plans or for the use or
application by PPL of any monies held in the Trust when disbursed in conformity
with this Trust Agreement.
5.6 During
the term of this Trust, all of the income received by the Trust, net of expenses
and taxes, shall be accumulated and reinvested.
5.7 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 Internal Revenue Code.
5.8 The
Trustee shall not be liable for any expense, loss, claim or damage (including
counsel fees) suffered by the Plan or Participant arising out of or caused
by
any delay in, or failure of, performance by the Trustee, in whole or in part,
arising out of, or caused by, unforseeable circumstances beyond the Trustee’s
control, including without limitation: acts of God, interruption, delay in,
or
loss (partial or complete) of electrical power or external computer (hardware
or
software) or communication services (including access to book-entry securities
systems maintained by Federal Reserve Bank of New York and/or any clearing
corporation); act of civil or military authority; sabotage; natural emergency;
epidemic; war or other government actions; civil disturbance; flood, earthquake,
fire, other catastrophe; strike or other labor disturbance by employees of
nonaffiliates; government, judicial, or self regulatory organization order,
rule
or regulation; riot; energy or natural resource difficulty or shortage; and
inability to obtain materials, equipment, or transportation, provided, in all
cases, Trustee has acted under the Prudent Man Standard of Care to mitigate,
control, and prevent losses and expenses due to such circumstances.
5.9 The
Trustee is not a party to, and has no duties or responsibilities under, the
Plan
other than those that may be expressly contained in this Trust Agreement. In
any
case in which a provision of this Trust Agreement conflicts with any provision
in the Plan, this Trust Agreement shall control. The Trustee shall have no
duties, responsibilities or liability with respect to the acts or omissions
of
any prior or successor trustee.
5.10 The
Trustee shall have no responsibility with respect to: (i) the selection or
monitoring of any insurance policies or insurance contracts held in the Trust
or
the insurers issuing such policies or contracts; or (ii) the payment of any
premiums with respect to such policies or contracts.
5.11
The
duties of the Trustee shall be limited to the assets held in the Trust, and
the
Trustee shall have no duties with respect to assets held by any other person
including, without limitation, any other trustee for the Plan. The Accounting
Party may request the Trustee to perform a recordkeeping service with respect
to
property held by others and not otherwise subject to the terms of this Trust
Agreement. To the extent the Trustee shall agree to perform this service, its
sole responsibility shall be to accurately reflect information on its books
which it has received from an authorized party.
Article
VI
Fees,
Expenses and Taxes
6.1 PPL
shall
pay the reasonable expenses incurred by the Trustee in or as a result of the
performance of its duties hereunder, including reasonable fees and expenses
for
services rendered to the Trustee, and such compensation to the Trustee as may
be
agreed upon in writing from time to time between PPL and the Trustee. After
the
occurrence of a Change in Control, the compensation of the Trustee shall be
determined by the application of the current rates then charged by the Trustee
for the provision of the types of investment and trustee services contemplated
in this Trust Agreement to trusts of a similar character and size.
6.2 PPL
shall
pay the reasonable expenses incurred by the Accounting Party, if other than
PPL,
in or as a result of the performance by its members of their duties hereunder.
Such expenses shall include but not be limited to the cost of travel as well
as
the cost of any communications with the Trustee or Participants. PPL shall
also
pay to the Accounting Party, if other than PPL, such compensation as may be
provided for by resolution of the Board of Directors of PPL prior to the
occurrence of a Change in Control.
6.3 If
PPL
fails to pay any such expenses and compensation as provided for in Paragraphs
6.1 and 6.2, the Trustee shall pay them from the Trust Fund.
6.4 Any
taxes, including personal property taxes, income taxes, transfer taxes and
other
taxes of any kind whatsoever that may under any existing or future laws be
assessed against or levied upon or in respect of the Trust Fund or its assets
or
any interest therein shall be paid by PPL. The word "taxes" in this Article
VI
shall be deemed to include any interest or penalties that may be levied or
imposed in respect to any taxes.
6.5 To
the
extent the Accounting Party has provided necessary information to the Trustee,
the Trustee shall be responsible for any necessary withholding and reporting
of
federal taxes related to the payment of benefits pursuant to the terms of the
Plan and shall pay amounts withheld to the appropriate taxing authorities.
In
addition, to the extent the Accounting Party has provided necessary information
to the Trustee, the Trustee shall use reasonable efforts to assist such
Accounting Party with respect to any “Tax Obligations.” The term “Tax
Obligations” means the responsibility for payment of taxes, withholding,
certification and reporting requirements, claims for exemptions or refund,
interest, penalties and other related expenses of the Trust, including but
not
limited to the requirements set forth in this Article VI. Notwithstanding the
foregoing, the Trustee shall have no responsibility or liability for any Tax
Obligations now or hereafter imposed on PPL or the Trust by any taxing
authorities, domestic or foreign, except as provided by applicable law. To
the
extent the Trustee is responsible under any applicable law for any Tax
Obligation, the Accounting Party shall inform the Trustee of all Tax
Obligations, shall direct the Trustee with respect to the performance of such
Tax Obligations. All such Tax Obligations shall be paid from the Trust unless
paid by PPL.
Article
VII
Accounts
of the Trustee
7.1 The
Trustee shall keep accurate and detailed accounts of all investments, receipts
and disbursements and other transactions hereunder, and all accounts, books
and
records relating thereto shall be open at all reasonable times to inspection
and
audit by any person or persons designated by the Accounting Party. The cost
of
any audit if requested by the Accounting Party shall be paid by
PPL.
7.2 Within
ninety (90) days following the close of each calendar year, the Trustee shall
file with the Accounting Party and PPL, if different, a written account setting
forth all investments, receipts, disbursements, and other transactions of the
Trust Fund effected by it during such fiscal year including a description of
all
securities and investments purchased and sold, with the cost or net proceeds
of
such purchases or sales, and showing all cash, securities and other property
held, including values at the end of such calendar year.
7.3 Upon
the
expiration of one hundred eighty days following the filing as above provided
of
such account, such account shall be considered as final and binding upon the
Accounting Party, PPL, its subsidiaries, directors, former directors,
Participants, employees, former employees, retired employees, their
beneficiaries, and the Trustee, as if settled by a court of competent
jurisdiction, and the Trustee shall be forever released and discharged from
any
liability or accountability to anyone in connection with or arising or resulting
from any of the acts or transactions shown therein, except with respect to
such
acts or transactions as to which the Accounting Party shall within such one
hundred eighty day period file with the Trustee written objections or which
involve manifest error, gross negligence, willful misconduct or
fraud.
7.4 Accounts
of the Trustee need only be settled with the Accounting Party. Subject to any
express provision of applicable law as may be in effect from time to time to
the
contrary, no other person or party shall be entitled to any accounting by the
Trustee.
7.5 Nothing
contained in this Trust Agreement shall, however, preclude the Trustee from
having any of its accounts settled by a court of competent jurisdiction. In
any
action or proceeding for settlement of the accounts of the Trustee or concerning
administration of the Trust Fund, the Accounting Party and the Trustee shall
be
the only necessary parties thereto. To the extent provided by law, service
of
any notice or process upon the Accounting Party shall be deemed for all purposes
service upon PPL's subsidiaries, directors, former directors, Participants,
employees, former employees, and retired employees of PPL, and their
beneficiaries and any final judgment in any such action or proceeding shall
be
binding and conclusive on the Accounting Party, PPL, employees, former
employees, directors, former directors and retired employees of PPL and their
beneficiaries and the Trustee.
Article
VIII
Resignation
or Removal of the Trustee
8.1 The
Trustee may be removed by the Accounting Party to the extent provided in Article
X at any time upon sixty days notice in writing. The Trustee shall have the
right to resign at any time by giving sixty days notice in writing to the
Accounting Party, provided that such resignation shall not become effective
until a successor trustee has accepted its appointment. Upon such removal or
notice of resignation of the Trustee, provided the Trust is not revoked, the
Accounting Party shall appoint and designate a successor Trustee, which shall
be
a corporate trustee qualified to conduct trust business in Pennsylvania, which
is independent of and not subject to control by PPL. Such successor trustee
shall qualify as such by delivering a written acceptance of the trust to the
Accounting Party and the retiring Trustee, and thereupon all the provisions
hereof shall relate and be applicable to such successor Trustee. Until the
effective date of the assumption by the successor Trustee of its duties under
this Trust Agreement, the retiring Trustee shall continue to function and be
bound hereunder as trustee hereof. Upon receipt of such written acceptance
the
retiring Trustee shall forthwith file with the Accounting Party a written
account of its acts in the same form as its annual account above provided for
in
Article VII from the date of its last annual account to the date of the
acceptance of the Trust by the successor trustee and settlement of such account
shall be accomplished as in Article VII. Upon the filing of such account, the
retiring Trustee shall transfer and deliver the Trust Fund to the successor
Trustee but shall be entitled to reserve therefrom and hold such assets as
it
may reasonably deem necessary to provide for any and all expenses and payments
properly chargeable against the Trust Fund or for which the Trust Fund may
be
liable or to which the retiring Trustee may be entitled by way of fees and
expenses in the settlement of its account. If the assets so withheld are
insufficient or excessive for such purposes, the retiring Trustee shall be
entitled to reimbursement for any deficiency out of the Trust Fund from the
successor Trustee, or shall deliver the excess to the successor Trustee, as
the
case may be. To the extent permitted by law, upon the transfer of the Trust
Fund
as above provided and the settlement of its account, the retiring Trustee's
previous annual accounts having been settled as provided in Article VII, the
retiring Trustee shall thereupon be discharged from any further duty, obligation
or responsibility with respect to the operation of the Trust Fund or any matter
connected therewith prior to the delivery of said written acceptance except
matters which relate to manifest error, gross negligence, willful misconduct
or
fraud.
8.2 If
the
Trustee resigns or is removed, a successor shall be appointed, in accordance
with Section 8.1 hereof, by the effective date of resignation or removal under
Section 8.1. If no such appointment has been made, provided PPL has not revoked
the Trust, 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 shall be allowed as administrative expenses
of
the Trust.
Article
IX
Action
of PPL or the Accounting Party
9.1 Any
action of PPL pursuant to any of the provisions of this Trust Agreement shall
be
evidenced by a written notice or direction to such effect over the signature
of:
i) any officer or ii) other representative of PPL who shall have been certified
to the Trustee by the President, Treasurer or Secretary of PPL as having such
authority. The Trustee shall be fully protected in acting in accordance with
such notices or directions. All communications from PPL to the Trustee shall
be
in writing, signed by the person designated as having such authority as PPL
shall certify to the Trustee, and the Trustee shall act and be fully protected
in acting in accordance with such communications.
9.2 Any
action of the Accounting Party pursuant to provisions of this Trust Agreement
shall be evidenced by a written notice or direction to such effect over the
signature of any one or more members of the Accounting Party. Prior to the
occurrence of a Change in Control, the President, Treasurer or Secretary of
PPL
shall advise the Trustee of the name or names of the person or persons who
will
serve as members of the Accounting Party after the occurrence of such Change
in
Control. After such Change in Control, current members of the Accounting Party
shall advise the Trustee of the name or names of any new person or persons
serving as members of the Accounting Party.
9.3 All
communications from the Accounting Party to the Trustee shall be in writing,
signed by the person designated as having such authority as PPL or member of
the
Accounting Party shall certify to the Trustee, and the Trustee shall be fully
protected in acting in accordance with such communications.
9.4 PPL
shall
furnish the Trustee with a written list of the names, signatures and extent
of
authority of all persons constituting the Accounting Party as defined in Section
2.4. The Trustee shall be entitled to rely on and shall be fully protected
in
acting upon direction from such person until notified in writing by PPL, as
appropriate, of a change in the make up of the Accounting
Party.
Article
X
Reservation
of Powers
10.1 The
Accounting Party expressly reserves the powers to:
(a) remove
the Trustee;
(b) direct
the investment and reinvestment of the principal and income of the Trust Fund;
it shall be the duty of the Trustee to act strictly in accordance with such
investment directions, and any changes therein, as so communicated to the
Trustee from time to time in writing. To the
maximum extent permitted by law, the Trustee shall have no duty or
responsibility (i) to advise with respect to, or inquire as to the propriety
of,
any such investment direction or (ii) for any investment decisions made with
respect to the Trust by PPL or the Accounting Party. In the absence of
investment direction by the Accounting Party, the Trustee shall invest Trust
assets in any manner permitted under Section 5.1; and
(c) following
the occurrence of a Change in Control, modify, alter or amend this Trust
Agreement, provided that no such modification, alteration or amendment may
directly or indirectly (i) affect any Participant's entitlement to receive
benefit payments under any Plan or under this Trust Agreement or the amount,
form or timing of such benefit payments, (ii) alter the relative funding levels
of the Plan Accounts, (iii) alter the method of allocation of Trust Fund
earnings and losses among the Plan Accounts, (iv) eliminate the requirement
under this Trust Agreement of separate accounting for the interests of each
Plan
in the Trust Fund, (v) impair or otherwise affect any claims which general
creditors of PPL may have with respect to the Trust Fund in the event of PPL
becomes Insolvent, (vi) change the rights, duties, powers, liabilities or
immunities of the Trustee hereunder without the Trustee's written consent,
except as provided upon the Trustee's removal in Article VIII, (vii) eliminate
the restrictions set forth in this subparagraph 10.1(c), or (viii) confer upon
the Trustee or any other person, directly or indirectly, the power or authority
to effect any result prohibited under clauses (i)-(vii) of this subparagraph
10.1(c). No provision of this Trust Agreement may be amended by PPL in any
manner adverse to Participants following a Change in Control.
10.2 Subject
to the provisions of Paragraphs 10.1 and 10.3 of this Article X, PPL expressly
reserves the powers to:
(a) modify,
alter, amend, terminate or revoke this Trust Agreement and the trust hereby
created to any extent and in any respect deemed advisable by PPL, through
an
action of PPL that is in writing duly executed and acknowledged and delivered
to
the Trustee; provided however, that the rights, duties, powers, liabilities
or
immunities of the Trustee hereunder shall not be changed without its written
consent, except as provided upon the Trustee's removal in Article
VIII;
(b) withdraw
from the Trust Fund any property forming a part of the Trust Fund, any such
withdrawal shall be considered a revocation of this Trust solely with respect
to
such property;
(c) reallocate
amounts among Plan Accounts in the Trust Fund;
(d) require
the Trustee to furnish such information as may be reasonably requested in
regard
to the operations of the Trust Fund and the investment thereof;
(e) add
to or
delete from Appendix A one or more nonqualified deferred compensation plans
or
agreements for PPL's or its subsidiaries employees;
(f) add
to or
delete from Appendix A one or more individual employment agreements with
employees of PPL or any of its subsidiaries; and
(g) contribute
to the Trust Fund property other than cash or marketable securities to the
extent not expressly prohibited by the Plans or within the terms of this
Trust,
if acceptable to the Trustee.
10.3 The
right
of PPL to exercise the powers reserved to it under Paragraph 10.2 of this
Article shall expire upon the occurrence of a Change in Control. For purposes
of
this Trust Agreement, a Change in Control shall be deemed to have occurred
(a) if
one of
the following events occurs:
(I)
the
following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the date hereof,
constitute the Board of Directors and any new director (other than a director
whose initial assumption of office is in connection with an actual or threatened
election contest, including but not limited to a consent solicitation, relating
to the election of directors of the Company) whose appointment or election
by
the Board of Directors or nomination for election by the Company's shareowners
was approved or recommended by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors on the date hereof
or
whose appointment, election or nomination for election was previously so
approved or recommended;
(II)
any
Person becomes the Beneficial Owner, directly or indirectly, of securities
of
the Company representing 20% or more of the combined voting power of the
Company's then outstanding securities entitled to vote generally in the election
of directors;
(III)
there is consummated a merger or consolidation of the Company or any direct
or
indirect subsidiary of the Company with any other corporation or other entity,
other than (I) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or
by
being converted into voting securities of the surviving entity or any parent
thereof), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any
subsidiary of the Company, at least 60% of the combined voting power of the
securities of the Company or at least 60% of the combined voting power of
the
securities of such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation; or (II) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (excluding in the
securities Beneficially Owned by such Person any securities acquired directly
from the Company or its Affiliates) representing 20% or more of the combined
voting power of the Company's then outstanding securities;
(IV)
the
shareowners of the Company approve a plan of complete liquidation or dissolution
of the Company; or
(V)
the
Board of Directors adopts a resolution to the effect that a "Change in Control"
has occurred or is anticipated to occur.
(b) For
purposes of this Trust Agreement, a "Potential Change in Control" shall be
deemed to have occurred if the event set forth in any one of the following
paragraphs shall have occurred:
(I)
PPL
enters into an agreement, the consummation of which would result in the
occurrence of a Change in Control;
(II)
PPL
or any Person publicly announces an intention to take or to consider taking
actions which if consummated would constitute a Change in Control;
(III)
the
Board of Directors adopts a resolution to the effect that, for purposes of
this
Agreement, a Potential Change in control has occurred; or
(IV)
any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of PPL representing 5% or more of the combined voting power of PPL's then
outstanding securities entitled to vote generally in the election of
directors.
Notwithstanding
the foregoing, a "Potential Change in Control" shall not be deemed to occur
if
(i) a Person acquired such beneficial ownership of 5% or more of the Company's
outstanding common shares but less than 20% and such Person has reported
or is
required to report such ownership on Schedule 13G under the Securities Exchange
Act of 1934 (the "Exchange Act") (or any comparable or successor report);
(ii) a
Person acquired such beneficial ownership of 5% or more of the Company's
outstanding common shares and such Person has reported or is required to
report
such ownership under Schedule 13D under the Exchange Act (or any comparable
or
successor report), which Schedule 13D does not state any intention to or
reserve
the right to control or influence the management or policies of the Company
or
engage in any of the actions specified in Item 4 of such Schedule (other
than
the disposition of the common shares) and, within 10 business days of being
requested by the Company to advise it regarding the same, certifies to the
Company that such Person acquired common shares amounting to 5% or more of
the
Company's outstanding common shares inadvertently and who or which, together
with all Affiliates thereof, thereafter does not acquire additional common
shares while the Beneficial Owner, as such term is defined in or used by
Regulation 13D-G as promulgated under the Exchange Act, of 5% or more of
the
common shares then outstanding; provided, however, that if the Person requested
to so certify fails to do so within 10 business days, then a Potential Change
in
Control shall be deemed to have occurred immediately after such 10-Business-Day
period; or (iii) any Person who becomes the Beneficial Owner of 5% or more
of
the common shares then outstanding due to the repurchase of common shares
by the
Company unless and until such Person, after becoming aware that such Person
has
become the Beneficial Owner of 5% or more of the common shares then outstanding,
acquires beneficial ownership of additional common shares representing 1%
or
more of the common shares then outstanding.
(d)
For
purposes of this Paragraph 10.3:
"Beneficial
Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange
Act;
and "Person" shall have the meaning given in Section 3(a)(9) of the Exchange
Act, as modified and used in Sections 13(d) and 14(d) thereof, except that
such
term shall not include (i) PPL or any of its subsidiaries, (ii) a trustee
or
other fiduciary holding securities under an employee benefit plan of PPL
or any
of its Affiliates (as defined in Rule 12b-2 promulgated under Section 12
of the
Exchange Act), (iii) an underwriter temporarily holding securities pursuant
to
an offering of such securities, or (iv) a corporation owned, directly or
indirectly, by the stockholders of PPL in substantially the same proportions
as
their ownership of stock of PPL.
10.4 The
Board
of Directors or the Chief Executive Officer or any Participant may notify
the
Trustee in writing as promptly as practicable following the occurrence of
a
Change in Control or Potential Change in Control, and the Trustee shall not
be
charged with knowledge of such Change in Control or Potential Change in Control
in the absence of written notification.
10.5 The
Trustee is not a party to any Plan except insofar as the Trustee has assumed
duties under a Plan as specifically provided in this Trust Agreement. PPL
retains the right to amend any provision of any Plan to the extent provided
for
in such Plan, including provisions relating to the Trustee; provided, however,
that the allocation of responsibilities to the Trustee shall not be amended,
altered or modified without the prior written consent of the Trustee, and
no
amendment to any Plan shall allocate responsibilities between the Trustee
and
PPL in a manner inconsistent with the terms of this Trust
Agreement.
Article
XI
Surplus
Plan Accounts and Termination of Trust
11.1 If
this
Trust Agreement is terminated under Article X with respect to any Plan at a
time
when there is a Plan Account attributable to such Plan or if the Trustee
determines that certain amounts attributable to a Plan Account will not be
required to make benefit payments under the Plan for which such Plan Account
is
maintained, the value of the Plan Account or portion thereof attributable to
such Plan shall be allocated in the Trustee's discretion among the remaining
Plan Accounts in a way that the Trustee believes best maximizes benefit payments
under Article IV.
11.2 Unless
the Trust is revoked under Article X, the Trust shall not terminate until the
date on which no person is or will ever be entitled to benefit payments under
the Plans. Any assets remaining in the Trust shall be returned to PPL upon
revocation or termination of the Trust.
Article
XII
Merger
or Consolidation of the Trustee
12.1 Any
corporation into which the Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger, reorganization
or
consolidation to which the Trustee may be a party, or any corporation to which
all or substantially all of the trust business of the Trustee may be transferred
shall be the successor of the Trustee hereunder without the execution or filing
of any instrument or the performance of any further act; provided that in case
of any such transfer of trust business the transferee corporation shall file
with PPL written acceptance of the Trust hereby created.
Article
XIII
Miscellaneous
13.1 This
Trust Agreement, as amended from time to time, shall be administered, construed
and enforced according to the laws of the Commonwealth of Pennsylvania and
in
courts situated in that Commonwealth. The situs of the Trust shall be Lehigh
County, Pennsylvania.
13.2 This
Trust Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and said counterparts shall constitute but one
and
the same instrument.
13.3 Nothing
in this Trust Agreement shall require PPL to retain any employee in its service
or the service of any of its subsidiaries.
13.4 The
Trustee by joining in the execution of this Trust Agreement hereby signifies
its
acceptance of the Trust hereby created.
13.5 Notwithstanding
anything in this Trust Agreement to the contrary, this Trust shall terminate
no
later than twenty-one years after the death of the last survivor in being upon
the cessation of PPL's powers under Article X of the class consisting of the
persons entitled to receive benefits under the Plans.
13.6 No
attempt by any person entitled to benefits under the Plan to assign, alienate,
anticipate, sell, transfer, pledge, encumber or place a charge upon any benefit
or any installment thereof shall be recognized by the Trustee, nor shall the
Trustee recognize any such attempt to attach or garnish or otherwise subject
the
Trust Fund or any benefit or any installment thereof to legal process, except
as
the Trustee may be required to do by law.
13.7 Any
provision of this Trust Agreement prohibited by law shall be ineffective to
the
extent of any such prohibition, without invalidating the remaining provisions
hereof.
13.8 This
Trust Agreement shall be binding upon any successors or assigns of PPL and
any
transferee(s) of all or substantially all of PPL's assets.
13.9 Any
notice to the Trustee shall be sent to the following:
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Wachovia
Bank, N.A.
Attn:
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Any
notice to PPL shall be sent to the
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PPL
Corporation
Attn:
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▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
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Either
party hereto may designate a new representative for the purpose of receiving
notices by notifying the other party in writing of the name and address of
such
new representative. An Accounting Party other than PPL shall notify both PPL
and
Trustee of the name and address of its designated representative authorized
from
time to time to receive notices.
IN
WITNESS WHEREOF, this Trust Agreement has been duly executed by the authorized
officers of the parties hereto.
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PPL
CORPORATION
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ATTEST:
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By:
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Name:
▇▇▇▇▇
▇.
▇▇▇▇
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Title:
Vice
President-Finance and Treasurer
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Date:
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WACHOVIA
BANK, N.A. AS TRUSTEE
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ATTEST:
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By:
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Name:
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Title:
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||
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Date:
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APPENDIX
A
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Name
of Plan
|
Designated
Hereunder
Effective
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇ Severance Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ Severance Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇
▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ Severance Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇
▇▇▇▇▇ Severance Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, ▇▇. Severance Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ Severance Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ Severance Agreement of March 1, 2007
|
▇▇▇▇▇
▇, ▇▇▇▇
|
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ Severance Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ Severance Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇▇▇
▇. ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ Severance Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇. Severance Agreement of March 1, 2007
|
March
1, 2007
|
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Agreement of March 1, 2007
|
March
1, 2007
|