Exhibit 10-Y
THIRD AMENDMENT TO THE MASTER
TRUST AGREEMENT FOR DIRECTORS' PLANS
This Third Amendment to the Master Trust Agreement for
Directors' Plans, entered into effective April 1, 1993,
expressly amends and modifies that certain Master Trust
Agreement dated as of October 26, 1989, by and between PSI
Resources, Inc. (formerly PSI Holdings, Inc.) (the "Company"),
and National City Bank, Indiana (formerly Merchants National
Bank & Trust Company) (the "National City"), as trustee, to
which U.S. Trust Company of California, N.A. is the successor
trustee (the "Trustee").
WHEREAS, effective as of October 26, 1989, the Company
and National City entered into a Master Trust Agreement
concerning the contribution of funds in trust with regard to
certain benefit plans applicable to directors upon a "Potential
Change in Control" or a "Change in Control" of the Company as
those terms are defined in the Master Trust Agreement;
WHEREAS, the Master Trust Agreement was previously
amended effective December 1, 1992, and July 2, 1993;
WHEREAS, the Company desires to further amend the
Master Trust Agreement to allow funding of non-equity benefit
plans by way of a letter of credit; to extend to three years the
period of time the trust corpus is to be held by the Trustee in
the absence of a Change in Control following a Potential Change
in Control before it is returned to the Company; and to
authorize the Company to determine, in its discretion, that the
threat associated with a "Potential Change in Control" ceases to
exist so that funding of non-equity benefit plans is not
necessary and that previously deposited funds may be returned to
the Company earlier than otherwise allowed by the Master Trust
Agreement; and
WHEREAS, the Company and the Trustee have determined
that none of the amendments is subject to the written consent
requirement of Section 6.2 of the Master Trust Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Effective April 1, 1993, the Company and the
Trustee agree that Sections 2.1(a) and 2.1(b) of the Master
Trust Agreement shall be amended to read in full as follows:
"SECTION 2.1 Trust. (a) The 'Required Funding Amount,'
as defined in the next sentence, shall be delivered by the
Company to the Trustee not later than 30 days after the
occurrence of a Potential Change in Control of the Company (as
defined in Article III) to be held in trust and to be
administered and disposed of by the Trustee as provided. The
Required Funding Amount shall consist of the sum of the amounts,
determined as provided in Section 2.1(b), which will be
sufficient to fund the obligations to pay to the Directors
benefits due to them pursuant to the Plans, plus an amount to
provide for expenses and other costs of maintaining the Trust.
The Required Funding Amount may be made by tendering either a
sum of cash (or in marketable securities having a fair market
value equal to such amount, or some combination thereof) or a
letter of credit equal to such amount, plus shares of the Common
Stock in respect of the Deferred Compensation Plan for Directors
and the 1989 Stock Option Plan.
(b) In the event of a Potential Change in Control of the
Company, the Company shall, every 6 months from the date of the
Potential Change in Control, unless the Trust Corpus shall
theretofore have been released pursuant to Article IV,
recalculate the Required Funding Amount as of the end of the
month immediately preceding the 6-month interval date as if the
Potential Change in Control had occurred at the end of that
month. If the amount so calculated exceeds the fair market
value of the assets then held in Trust, or, in the case of
Common Stock, if the number of shares required to provide
benefits under the Deferred Compensation Plan for Directors and
the 1989 Stock Option Plan exceeds the number then held in
Trust, the Company shall promptly (and in no event later than 30
days from the date of such 6-month interval date) either pay to
the Trustee an amount in cash (or marketable securities, or any
combination thereof) or tender to the Trustee a letter of credit
equal to the excess and an amount in Common Stock equal to the
excess number of shares. If the Required Funding Amount so
calculated is less than the fair market value of the assets held
in Trust, or with respect to the Deferred Compensation Plan for
Directors and the 1989 Stock Option Plan less than the number of
shares of Common Stock held in Trust, the Trustee, upon receipt
of written request from the Company, shall distribute to the
Company the difference. The Trustee receives and holds the
Required Funding Amount pursuant to this Trust's terms. The
Trustee has no affirmative duty to collect the Required Funding
Amount from the Company."
2. Effective April 1, 1993, the Company and the
Trustee agree that Section 2.1(e) shall be added to the Master
Trust Agreement as follows:
"(e) Notwithstanding anything in this Agreement to the
contrary, the Company, in its sole discretion, may determine
that, with regard to any plan covered by this Agreement the
benefits of which are payable to participants solely in terms of
cash, there is no obligation to deposit the Required Funding
Amount under Section 2.1(a) or to recalculate the Required
Funding Amount under Section 2.1(b) because the occurrence of a
Change in Control of the Company is not likely to occur in that
the threat associated with a Potential Change in Control no
longer exists."
3. Effective as of April 1, 1993, the Company and the
Trustee agree that Section 2.2(a) of the Master Trust Agreement
shall be amended to read in full as follows:
"SECTION 2.2 Trust Corpus. (a) The term "Trust
Corpus" means the amounts (including any letter of credit)
delivered to the Trustee as described in Section 2.1(a) plus all
amounts delivered thereafter pursuant to Section 2.1(b) (and
less amounts distributed from the Trust pursuant to Section
2.1(b) and Sections 4.2 and 4.3, or otherwise pursuant to this
Trust's terms), in whatever form held or invested as provided.
The Trust Corpus shall be held, invested, and reinvested by the
Trustee in cash or marketable securities or shares of Common
Stock only in accordance with this Section. Except for shares
of Common Stock delivered to the Trustee pursuant to Section
2.1(a) and (b), which shares shall be held by the Trustee until
distributed under Article IV, the Trustee shall use its good
faith efforts to invest or reinvest from time to time all or
such part of the Trust Corpus as it believes prudent under the
circumstances (taking into account, among other things,
anticipated cash requirements for the payment of benefits under
the Plans) in either one or a combination of the following
investments:
(i) Investments in direct obligations of the
United States of America or agencies of the United States of
America or obligations unconditionally and fully guaranteed as
to principal and interest by the United States of America, in
each case maturing within 1 year or less from the date of
acquisition, or in mutual funds investing in any such
obligations; or
(ii) Investments in negotiable certificates of
deposit (in each case maturing within 1 year or less from the
date of acquisition) issued by a commercial bank organized and
existing under the laws of the United States of America or any
state thereof having a combined capital and surplus of at least
$1 billion.
provided, however, that the Trustee shall not be liable for any
failure to maximize the income earned on that portion of the
Trust Corpus as is from time to time invested or reinvested as
set forth above, nor for any loss of income due to liquidation
of any investment which the Trustee, in its sole discretion,
believes necessary to make payments or to reimburse expenses
under the terms of this Trust. The Trustee may commingle the
funds constituting the Trust Corpus regardless of the fact that
each Plan may have a separate and distinct Required Funding
Amount."
4. Effective as of April 1, 1993, the Company and the
Trustee agree that Section 4.1 of the Master Trust Agreement
shall be amended to read in full as follows:
"SECTION 4.1 Delivery to the Company. (a) If the
Company delivers the Required Funding Amount to the Trustee upon
a Potential Change in Control, that amount and interest thereon,
if any, if the interest has not been previously paid to the
Company shall be returned to the Company 3 years after delivery
to the Trustee unless a Change in Control shall have occurred
during the 3-year period. The 3-year period shall be renewed in
the event of any subsequent Potential Change in Control
occurring during the initial period. The Company shall notify
the Trustee of the occurrence of a Change in Control or
Potential Change in Control, and the Trustee may rely on the
notice or on any other actual notice, satisfactory to the
Trustee, of a change or potential change which the Trustee may
receive.
(b) Notwithstanding anything in this Agreement to the contrary,
the Required Funding Amount with regard to any plan covered by
this Agreement the benefits of which are payable to participants
solely in terms of cash, shall be returned to the Company prior
to the conclusion of the initial 3-year period or any renewal
thereof if, in the Company's sole discretion, it is determined
that the occurrence of a Change in Control of the Company is not
likely to occur within the time period set forth in Section 4.1
because the threat associated with a Potential Change in Control
no longer exists."
5. The Master Trust Agreement, as previously amended,
otherwise remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed this
Third Amendment to the Master Trust Agreement for Directors'
Plans effective as of the date first written above.
PSI RESOURCES, INC.
BY: /s/ James E. Rogers
James E. Rogers
Chairman
U.S. TRUST COMPANY OF
CALIFORNIA, N.A.
By: /s/ Dennis M. Kunisaki
Name: Dennis M. Kunisaki
Title: Vice President