FIRST AMENDMENT TO THE TRUST AGREEMENT
UNDER THE UNUM EMPLOYEES RETIREMENT SAVINGS PLAN
AND TRUST AND THE
DUNCANSON & HOLT,INC. EMPLOYEE PROFIT PARTICIPATION
AND SAVINGS PLAN
This Amendment is made this day of , 1996, by and
between UNUM Corporation, a corporation organized and
and existing under the laws of the State of Maine
(hereinafter the
"Company"); Duncanson & Holt, Inc., a corporation
organized and existing under the laws of the State of
New York and a wholly-owned subsidiary of the Company
(hereinafter "Duncanson & Holt"); State Street Bank and
Trust Company, a trust company organized under the laws
of the Commonwealth of Massachusetts; Kevin P. Walker
of Bergen County in the State of New Jersey; Thomas
G. Brown, of Collier County in the State of Florida;
Michael Cowell, of Cumberland County in the State of
Maine; Margaret Downing, of Cumberland County in the
State of Maine; Eileen Farrar, of Cumberland County
in the State of Maine; Ruth Greene, of Cumberland
County in the State of Maine; and Edward Hillman, of
Westchester County in the State of New York (herein-
after collectively the "Trustees").
Witnesseth:
Whereas, the parties hereto entered into a Trust
Agreement, as amended and restated effective
October 1, 1995, to amend and restate the trust
provisions appearing in the UNUM Employees Retirement
Savings Plan and Trust and the Duncanson & Holt, Inc.
Employee Profit Participation and Savings Plan (the
"Plans") and the Master Trust Agreement for the Plans;
and
Whereas, Section 8.1 of said Agreement provides that the
Trust Agreement may be amended from time to time by the
Board of Directors of the Company; and
Whereas, the Company wishes to amend the Trust Agreement
to reflect the availability of participant-directed
brokerage accounts as investment vehicles under the
Plans and Trust and to consolidate the provisions
appearing in the Plans and Trust Agreement regarding
the exercise of voting, tender or similar rights with
respect to Company securities allocated to participants'
accounts;
Now, Therefore, the parties hereto hereby amend the
Trust Agreement in the following respects:
1. The terms used herein shall have the meanings set
forth in the Trust Agreement, as amended and restated
effective October 1, 1995.
2. Article I is hereby amended by adding the following
new Section 1.16, and existing Sections 1.16 through 1.21
are hereby redesignated accordingly as Sections 1.17
through 1.22:
"1.16 `Participant-Directed Brokerage Account' means a
brokerage account established and maintained under the
Trust for the benefit of a Participant as provided in
Section 13.8 of the UNUM Plan and Section 13.5 of the
Duncanson & Holt, Inc. Plan."
3. The first clause of subsection (j) of Section 3.2 is
hereby amended to read as follows:
"(j) Subject to Section 3.6 and Section 3.16, to exercise
all voting rights, tender or exchange rights, any
conversion privileges, subscription rights and other
rights and powers available in connection with any
securities or other property at any time held by the
Trustee;"
4. Section 3.6 is hereby amended to read as follows:
"3.6 Company Securities. In the event of a Tender Offer
for any equity or debt securities issued by the Company
("Company Securities"), and except to the extent that ERISA
shall otherwise require, unless otherwise provided in an
investment manager agreement, the Trustee shall exercise no
discretion to tender, sell or exchange any such securities
that are allocated to a Participant's or Beneficiary's
account, but instead (i) shall follow the instructions of
such person as to whether Company Securities allocated to
his or her account shall be tendered, sold or exchanged
pursuant to the Tender Offer (and shall follow any further
instructions of such person concerning any related elections
to be made) or (ii) if no such instructions are received
within the prescribed time period, shall not tender, sell or
exchange any Company Securities allocated to his or her
account.
Except to the extent that ERISA shall otherwise require, and
unless otherwise provided in an investment manager
agreement, with respect to any matter duly submitted for
action to the holders of any class or series of Company
Securities the Trustee shall exercise no voting discretion
with respect to Company Securities that are allocated to a
Participant's or Beneficiary's account, but instead (i)
shall follow the instructions of such person as to how
Company Securities allocated to his or her account shall
be voted or (ii) if no such instructions are received
within the prescribed time period, shall vote the Company
Securities allocated to such person's account in the same
proportion as it will vote Company Securities for which it
has received timely instructions.
Except to the extent that ERISA shall otherwise require, and
unless otherwise provided in an investment manager
agreement, with respect to any other rights similar to
tender or voting rights, the Trustee shall exercise no
discretion with respect to Company Securities that are
allocated to a Participant's or Beneficiary's account, but
instead (i) shall follow the instructions of such person as
to the exercise of such rights or (ii) if no such
instructions are received within the prescribed time period,
shall not exercise any such rights with respect to Company
Securities allocated to such person's account.
The Administrator or Recordkeeper shall provide to each
Participant or Beneficiary who has Company Securities
allocated to his or her account:
(a) a copy of all solicitation or disclosure materials
distributed generally to Company security holders (other
than by publication) in connection with any Tender Offer
and received by the Trustee in its capacity as such; and
advise each such person in connection with the Tender
Offer, that he or she has discretion over the disposition
of Company Securities allocated to his or her account and,
in the absence of timely instructions from him or her
concerning the disposition of such securities, the
securities shall not be tendered, sold or exchanged;
(b) a copy of all solicitation or disclosure materials
distributed generally to Company security holders (other
than by publication) in connection with any stock matter
duly submitted for action to the holders of any class or
series of Company Securities and received by the Trustee
in its capacity as such; and advise each such person that
he or she has voting discretion on such matter with
respect to Company Securities allocated to his or her
account and in the absence of timely instructions from him
or her concerning the voting of such securities, the
securities shall be voted as to such matter in the same
proportion as the Trustee will vote Company Securities for
which it has received timely instructions; and
(c) all solicitation or disclosure materials distributed
generally to Company security holders (other than by
publication) in connection with the exercise of any rights
similar to tender or voting rights and received by the
Trustee in its capacity as such; and advise each such
person that he or she has discretion over the exercise of
such rights with respect to Company Securities allocated to
his or her account and, in the absence of timely
instructions from him or her concerning the exercise of
such rights, such rights shall not be exercised.
The Administrator or Recordkeeper shall furnish the
Trustee with the name of each affected Participant or
Beneficiary and with the number of shares of Company
Securities allocated to such Participant's or
Beneficiary's Account as close in time as practicable to
the record date fixed for the determination of
shareholders entitled to tender or vote and shall provide
such other information and assistance as the Trustee shall
reasonably request. A Participant or Beneficiary may
instruct the Recordkeeper, in accordance with the provisions
of this Section 3.6, by such written, telephonic or
electronic means and within such time period as may be
prescribed by the Administrator or Recordkeeper (or the
independent fiduciary in the case of a matter determined by
the Administrator to involve the potential for undue
employer influence). The Trustee shall act in accordance
with appropriate instructions received from the
Recordkeeper, pursuant to the provisions of this Section
3.6, by such written, telephonic or electronic means and
within such time period as may be prescribed by the
Trustee (or the independent fiduciary, in the case of a
matter determined by the Administrator to involve the
potential for undue employer influence).
With respect to any unallocated Company Securities, except
to the extent ERISA shall otherwise require and unless
otherwise provided in an investment manager agreement, the
Trustee shall vote such Company Securities in the same
proportion as Company Securities allocated to Participant's
or Beneficiary's accounts for which it has received timely
voting instructions and shall not tender, sell or exchange
any unallocated Company Securities (or make any related
elections) in the event of a Tender Offer for any Company
Securities, nor exercise other rights similar to voting or
tender rights.
The Administrator shall establish procedures designed to
safeguard the confidentiality of information relating to
the purchase, holding and sale of Company Securities, and
the exercise of voting, tender and similar rights with
respect thereto, by Participants and Beneficiaries. The
Administrator shall be responsible for ensuring that such
procedures meet the requirements of ERISA Reg. Section
2550.404c-1(d)(2). In the event the Administrator
determines that a particular situation involves a potential
for undue employer influence upon Participants and
Beneficiaries within the meaning of ERISA Reg. Section
2550.404c-1(d)(2), the Administrator shall promptly appoint
an independent fiduciary to perform the role of the
Administrator to carry out activities with respect to such
situation. Such independent fiduciary shall not be a person
affiliated with an Employer within the meaning of ERISA
Reg. Section 2550.404c-1(e)(3). Except as the Administrator
shall otherwise determine, a Tender Offer shall be deemed
to involve a potential for undue employer influence upon
Participants or Beneficiaries.
As used in this Section, `Tender Offer' means (a) a tender
offer, or a request or invitation for tenders, which is
subject to Section 14(d)(1) of the Securities Exchange Act
of 1934, as amended, or (b) an issuer tender offer which is
the subject of an issuer tender offer statement pursuant to
Rule 13e-4 of the United States Securities and Exchange
Commission (or any successor regulation)."
5. Article III is hereby amended by adding the following
new Section 3.16 at the end thereof:
"3.16 Participant-Directed Brokerage Accounts. A
Participant or Beneficiary shall exercise all voting,
tender or exchange rights, any conversion privileges,
subscription rights and any other rights and powers
available in connection with any securities held in his
or her Participant-Directed Brokerage Account."
IN WITNESS WHEREOF, UNUM Corporation, Duncanson & Holt,
Inc., and the Trustee have caused this Amendment to be
executed as of the day and year first above written.
WITNESS: UNUM CORPORATION
____________________________ By:_________________________
Its
DUNCANSON & HOLT, INC.
____________________________ By:_________________________
Its
STATE STREET BANK AND
TRUST COMPANY
____________________________ By:_________________________
Its Vice President,
Trustee
____________________________ ____________________________
Kevin P. Walker, Trustee
under the Duncanson & Holt,
Inc. Employee Profit
Participation and Savings
Plan
____________________________ ____________________________
Thomas G. Brown, Trustee
under the Duncanson & Holt,
Inc. Employee Profit
Participation and Savings
Plan
____________________________ ____________________________
Michael Cowell, Trustee
under the UNUM Employees
Retirement Savings Plan
and Trust
____________________________ ____________________________
Margaret Downing, Trustee
under the UNUM Employees
Retirement Savings Plan
and Trust
____________________________ ____________________________
Eileen Farrar, Trustee
under the UNUM Employees
Retirement Savings Plan
and Trust
____________________________ ____________________________
Ruth Greene, Trustee
under the UNUM Employees
Retirement Savings Plan
and Trust
____________________________ ____________________________
Edward Hillman, Trustee
under the UNUM Employees
Retirement Savings Plan
and Trust