Exhibit 10(c)
FIRST AMENDMENT
OF
HARNISCHFEGER INDUSTRIES DEFERRED COMPENSATION TRUST
WHEREAS, Harnischfeger Industries, Inc. (the
"company") maintains Harnischfeger Industries Deferred
Compensation Trust (the "trust"); and
WHEREAS, amendment of the trust now is
considered desirable;
NOW, THEREFORE, by virtue and in exercise of
the power reserved to the company by paragraph 10.1 of the
trust, the trust be and hereby is amended, effective
December 19, 1990, in the following particulars:
1. By substituting for subparagraphs 1.1(f),
(g) and (h) of the trust the following:
"(f) 'Company Shares' means shares of
common stock of the Company.
(g) 'Government Securities' means
obligations of, or guaranteed as to principal
and interest by, the United State Government.
(h) 'Participant' means any participant
in a Plan.
(i) 'Permitted Investments' means:
Company Shares; Government Securities; taxable
corporate commercial paper, having at the date
of investment a rating of at least A1/P1 from
either Standard & Poor's Corporation or Moody's
Investors Service, Inc. (or, in either case,
its successor); certificates of deposit of
banks or trust companies having a long-term
debt rating of at least AA/Aa from either
Standard & Poor's or Moody's; money market
mutual funds or common trust funds or other
collective investment funds maintained by the
Trustee for trust investment purposes which are
invested entirely or substantially entirely in
investments of the foregoing kinds with average
daily maturities of less than forty-five days;
and such other investments, if any, as may
hereafter be approved from time to time by the
Committee as 'Permitted Investments'."
2. By substituting for subparagraph 2.2(b)
of the trust the following:
"(b) The Company shall transfer to the
Trustee from time to time cash or Company
shares in such amounts as it considers
desirable."
3. By adding the following two sentences at
the end of paragraph 4.1 of the Trust as a part thereof:
"Notwithstanding the foregoing, the Trustee
shall continue to invest in and hold Company Shares
which have been contributed to the Trust by the
Company until such time as the Trustee is directed by
the Committee to distribute or otherwise dispose of
such Company Shares. All dividends or other
distributions received by the Trustee with respect to
Company Shares shall be reinvested by the Trustee in
Company Shares unless otherwise directed by the
Committee."
4. By substituting for subparagraph 4.3(b)
of the trust the following:
"(b) To vote Company Shares personally
or by proxy in accordance with the directions
of Participants in the Plans who have benefits
under the Plans denominated in Company Shares,
and for this purpose each such Participant may
instruct the Trustee as to the voting of that
number of Company Shares reflected by the whole
number of Company Shares held by the Trustee
hereunder multiplied by a fraction, the
numerator of which is the total number of
Company Shares representing the Participant's
benefits under the Plans denominated in Company
Shares and the denominator of which is the
total number of Company Shares representing all
participant's benefits denominated in the
Company Shares under the Plans. All Company
Shares as to which the Trustee does not receive
voting instructions as specified above shall be
voted by the Trustee proportionately in the
same manner as it votes Company Shares as to
which the Trustee has received voting
instructions as specified above."
5. By substituting for subparagraph 5.2(b)
of the trust the following:
"(b) if at any time there shall be on
deposit with the Trustee Government Securities
and cash (which for this purpose includes money
market funds or certificates of deposit) which
the Committee certifies to the Trustee to be
sufficient, taking into account the respective
maturities of any such Government Securities
and assuming no reinvestment of any of the
proceeds thereof or of any such cash, to
provide for the payment of all amounts payable
under the Plans in cash at the times such
amounts are payable under the Plans plus
Company Shares which the Committee certifies to
the Trustee to be sufficient to provide for the
payment of all amounts payable under the Plans
in Company Shares, and the Committee so advises
the Trustee, the Trustee shall, if so directed
by the Committee, return all other assets of
the Trust Fund to the Company; and"
IN WITNESS WHEREOF, the company has caused this
amendment to be executed on its behalf by the undersigned
duly authorized members of its Management Policy Committee,
this 19th day of December, 1990.
HARNISCHFEGER INDUSTRIES, INC.
/s/ Jeffery T. Grade
--------------------------------
/s/ Francis M. Corby, Jr.
--------------------------------
/s/ John R. Teitgen
--------------------------------
As members of the Management
Policy Committee of
Harnischfeger Industries, Inc.
The undersigned, as Trustee under Harnischfeger
Industries Deferred Compensation Trust, hereby acknowledges
receipt of an executed copy of the foregoing amendment, and
consents thereto to the extent it applies to the
undersigned as Trustee, this 28th day of December, 1990.
MARSHALL AND ILSLEY TRUST COMPANY,
as Trustee
By /s/ James L. Neubauer
----------------------------------
Its Vice President
ATTEST:
/s/ Steven P. Palmer
- ------------------------
Its Vice President
Corporate Seal