EXHIBIT 10f3
THE FRANKLIN LIFE INSURANCE COMPANY
HOWARD C. HUMPHREY
TRUST AGREEMENT
THIS AGREEMENT, made as of the 16th day of December 1993,
among HOWARD C. HUMPHREY, THE FRANKLIN LIFE INSURANCE COMPANY, an Illinois
corporation (the "Company"), and BANK ONE, Springfield (State Association),
incorporated under the laws of the State of Illinois (the "Trustee").
W I T N E S S E T H :
WHEREAS, the Company has incurred and expects to continue to
incur certain retirement income liability to or with respect to HOWARD C.
HUMPHREY (the "Executive") pursuant to the terms of the Company's
Supplemental Retirement Plan (herein referred to as the "Plan"); and
WHEREAS, the Company desires to provide additional assurance
to the Executive that his rights under the Plan will in the future be met
or substantially met by application of the procedures set forth herein; and
WHEREAS, the Executive and the Company wish to establish with
the Trustee a trust for the benefit of the Executive in order to provide a
source of payments of the benefits payable to the Executive under the terms
of the Plan;
NOW, THEREFORE, in consideration of the premises and mutual
and independent promises herein, the parties hereto covenant and agree as
follows:
ARTICLE I
1.1 The Executive and the Company hereby establish with the
Trustee a Trust consisting of such sums of money and such property
acceptable to the Trustee as shall from time to time be paid or delivered
to the Trustee by the Company and the earnings and profits thereon. All
such money and property, all investments made therewith and proceeds
thereof, less the payments or other distributions which, at the time of
reference, shall have been made by the Trustee, as authorized herein, are
referred to herein, as the "Fund" and shall be held by the Trustee, IN
TRUST, in accordance with the provisions of this Agreement. The Trust
shall be solely for the purpose of providing benefits under the Plan with
respect to the Executive, and neither the Company nor any creditors of the
Company shall have any interest in the Fund.
1.2 The Trustee shall hold, manage, invest and otherwise
administer the Fund pursuant to the terms of this Agreement. The Trustee
shall be responsible only for contributions actually received by it
hereunder and shall have no responsibility for the correctness of the
amount thereof. Upon the establishment of the Trust, and from time to time
thereafter, the Company shall contribute to the Trust, unless otherwise
directed by the Executive to make such contributions to a segregated
account established with the Trustee or other bank, trust company or other
financial institution by or for the benefit of the Executive pursuant to
the Plan ("Segregated Account"), such amount in cash as the Company shall
determine to be appropriate to provide a source of the payments required
under the terms of the Plan. Prior to the making of any contribution to
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the Trust, the Company shall have approved the establishment of a
Segregated Account of the Executive, the terms and provisions thereof, and
the bank, trust company or other financial institution with which such
Segregated Account may be established. The initial contribution by the
Company shall be in amount approximately equal to the present value of the
after tax equivalent of the aggregate maximum benefits that would be due to
the Executive as of such date under of the Plan, or such lesser amount as
the Company shall determine. Unless there has been a withdrawal by the
Executive from the Trust as provided in Section 2.4, or from the
Executive's Segregated Account, as to which the Company has not determined
otherwise, the Company will make additional annual contributions to the
Trust or Segregated Account in amounts such that the amount of the Fund,
together with the amount in the Executive's Segregated Account, at such
time will be approximately equal to the present value of the after tax
equivalent of the Executive's accrued benefits under the Plan at that time,
or in such lesser amounts as the Company shall determine. Unless the Trust
has previously been terminated as a result of the Executive's actual or
deemed withdrawal of all amounts in the Fund, as provided in Section 8.1
and in his Segregated Account, the Company also shall make a final
contribution to the Trust as promptly as practicable after the Executive's
termination of employment in an amount such that the amount of the Fund,
together with the amount, if any, in the Executive's Segregated Account,
except for any amounts which are attributable to amounts deemed withdrawn
previously and income earned thereon, will be approximately equal to (i)
the present value of the after tax equivalent of the Executive's accrued
benefit under the Plan or, if the termination of employment is by reason of
the death of the Executive, the spouses benefit payable under the Plan to
the Executive's Surviving Spouse (as defined in the Plan), if any, reduced
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by (ii) the amounts of any actual withdrawals from the Fund or from the
Executive's Segregated Account by the Executive as provided in Section 2.4
plus the income which would have been earned on such withdrawn amounts from
the time of withdrawal to the time of the Executive's termination of
employment, at a rate equal to 120% of the applicable monthly immediate
annuity interest purchase rate which would be used by the Pension Benefit
Guaranty Corporation from time to time during such period for the purpose
of determining the present value of a single sum distribution on plan
termination.
1.3 The Company shall certify to the Trustee and the
Executive at the time of each contribution to the Fund the amount of such
contribution being made in respect of the Executive's supplemental
retirement benefit under the Plan. The Fund shall be revalued by the
Trustee quarterly as of the last business day of each March, June,
September and December, or at such other times as agreed to by the Company
and the Trustee, at current market values, as determined by the Trustee,
which shall promptly deliver a copy of such quarterly valuation to the
Company and the Executive.
ARTICLE II
2.1 The Company shall act as Administrator of the Trust.
Except for the records dealing solely with the Fund and its investment,
which shall be maintained by the Trustee, the Company as Administrator
shall maintain all the Executive's records contemplated by the Agreement,
including records of the Executive's compensation and benefits from the
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Company, the amount of his benefits accrued under the Plan, the Company's
contributions to the Fund, withdrawals from the Fund as provided in Section
2.4 or from the Executive's Segregated Account, the Executive's beneficiary
designation and such other records as may be necessary for determining the
amount payable to the Executive or his Surviving Spouse or other
beneficiary under the Plan. All such records shall be made available
promptly upon the request of the Trustee or the Executive. In the event
that the Executive's Segregated Account is not maintained with the Trustee,
the Company shall give written notice to the Trustee as to the identity of
the bank, trust company or other financial institution with which the
Segregated Account is maintained. In such case, the Company also shall
give notice to the Trustee in the event of a withdrawal by the Executive of
any or all of the funds in his Segregated Account. Unless the Trust has
previously terminated as provided in Section 8.1, the Company shall give
written notice to the Trustee of the Executive's termination of employment,
and as to whether such termination is by reason of the death of the
Executive. The Company shall also prepare and distribute the Executive's
annual estimated benefit statements specified in Section 2.2 and shall
perform such other duties and responsibilities in connection with the
administration of the Trust as the Company or the Trustee determines is
necessary or advisable to achieve the objectives of this Agreement.
2.2 The Company as Administrator shall prepare an annual
estimated benefits statement in respect of the Executive and shall furnish
a copy of same to the Executive by no later that May 15 of each year.
2.3 The Company shall have full responsibility for the
proper remittance of all withholding taxes on contributions by the Company
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to the Trust to the appropriate taxing authority and shall furnish the
Executive with the appropriate tax information form reporting the amounts
of such distributions and any withholding taxes. The Trustee shall have
responsibility for the preparation and filing with the appropriate taxing
authorities of all tax returns required to be filed for the Trust.
2.4 Subject to the next to the last sentence of Section 5.2,
the Executive may withdraw all or any portion of the Fund, in cash or, to
the extent practicable, in kind at any time upon written notice of not less
than sixty (60) days to the Company and the Trustee. Prior to any such
withdrawal, the Trustee shall notify the Company in writing of such
withdrawal and the amount thereof, and as to whether or not such withdrawal
is a complete withdrawal of all amounts in the Fund. In the event of an
withdrawal by the Executive from his Segregated Account, the Company shall
promptly notify the Trustee in writing of such withdrawal and the amount
thereof, and as to whether or not such withdrawal is a complete withdrawal
of all amounts in the Segregated Account. In the event of any such
withdrawal from the Fund, or from the Executive's Segregated Account, for
the purposes of Sections 1.2 and 8.1 the Executive shall be deemed to have
made a complete withdrawal of all amounts in the Fund and in his Segregated
Account, unless the Company shall determine that the Executive shall not be
deemed to have made such a complete withdrawal. The Company shall promptly
notify the Trustee in writing of any such determination. Except as
otherwise determined by the Company, in the event of any such withdrawal
from the Fund, or from the Executive's Segregated Account, no further
contributions shall be made thereafter by the Company to the Trust until
the Executive's termination of employment, at which time if the Trust has
not previously been terminated as a result of the Executive's actual or
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deemed withdrawal of all amounts in the Fund and in his Segregated Account
a final contribution by the Company may be made as provided in Section 1.2.
2.5 The Executive may elect to transfer all or any portion of the Fund
to his Segregated Account, in cash or, to the extent practicable, in kind,
at any time upon written notice of not less than sixty (60) days to the
Company and the Trustee and the financial institution with which the
Segregated Account is established. The Executive also may elect to
transfer funds, in cash, from his Segregated Account to the Trust upon
written notice of not less than sixty (60) days to the Company and the
Trustee, and funds so transferred shall be held by the Trustee as part of
the Fund. Such transfers between the Fund and the Executive's Segregated
Account shall not constitute withdrawals for purposes of Section 2.4.
2.6 The Executive may designate a beneficiary to receive all or any
portion of the Fund in the event of his death. Such designation shall be
in writing filed with the Company as Administrator on a form approved by it
and signed by the Executive. The Company shall promptly notify the Trustee
of any such beneficiary designation and any changes therein.
ARTICLE III
3.1 After the execution of this Agreement, the
Company shall promptly file with the Trustee a certified list of the names
and specimen signatures of the officers of the Company and any delegee
authorized to act for it. The Company shall promptly notify the Trustee of
the addition or deletion of any person's name to or from such list,
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respectively. Until receipt by the Trustee of notice that any person is no
longer authorized so to act, the Trustee may continue to rely on the
authority of the person. All certifications, notices and directions by any
such person or persons to the Trustee shall be in writing signed by such
person or persons. The Trustee may rely on any such certification, notice
or direction purporting to have been signed by or on behalf of such person
or persons that the Trustee believes to have been signed thereby. The
Trustee may rely on any certification, notice or direction of the Company
that the Trustee believes to have been signed by a duly authorized officer
or agent of the Company. The Trustee shall have no responsibility for
acting or not acting in reliance upon any notification believed by the
Trustee to have been so signed by a duly authorized officer or agent of the
Company. The Company shall be responsible for keeping accurate books and
records with respect to the Executive, his compensation and his rights and
interests in the Fund under the Plan.
3.2 The Company shall indemnify and hold harmless the
Trustee for any liability or expenses, including without limitation
advances for or prompt reimbursement of reasonable fees and expenses of
counsel and other agents retained by it, incurred by the Trustee with
respect to holding, managing, investing or otherwise administering the
Fund, other than by reason of its negligence or willful misconduct.
ARTICLE IV
4.1 The Trustee shall not be liable in discharging its
duties hereunder, including without limitation its duty to invest and
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reinvest the Fund, if it acts in good faith and in accordance with the
terms of this Agreement including, without limitation, the making of any
investment directed by the Executive or the Company, and any applicable
federal or state laws, rules or regulations.
4.2 The Trustee is hereby appointed as the investment
manager of the Fund. In the event that the Trustee cannot serve as
investment manager of the Fund, the Trustee shall then select Pacific
Investment Management Company as investment manager; provided that if
Pacific Investment Management Company is unwilling or unable to act as
investment manager, the Trustee shall select J.P. Morgan Investment
Management Inc. as investment manager. The Investment Manager shall invest
the assets of the Fund solely in (a) direct, unconditional obligations of a
solvent business corporation incorporated under the laws of the United
States of America or any state of the United States of America; (b) direct
long term obligations of the United States of America or an agency or
instrumentality thereof, for the payment of money, or obligations for the
payment of money to the extent guaranteed or insured as to the payment of
principal and interest by the United States of America; (c) short term debt
instruments which are direct obligations of the United States of America;
(d) certificates of deposit of Bank One, Springfield; (e) commercial paper;
and (f) any money market vehicle of similar quality and objectives as set
forth below chosen by the Trustee.
Investments at the time of purchase must have predominant investment
grade characteristics, carrying a Standard & Poor's Corporation bond rating
of BBB- or better, and a Moody's Investment Services, Inc., bond rating of
Baa3 or better. The overall average rating of the portfolio may not fall
below A3 quality or above Aa2, using Moody's bond ratings, on a weighted
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basis. The average maturity of the Fund shall be maintained within the 8-
15 year range, except for temporary periods the Fund may be predominantly
in liquid short term instruments. Certificates of deposit with Bank One,
Springfield are limited to maturities not exceeding six months and in no
event at the time of purchase shall certificates of deposit with Bank One,
Springfield exceed 10% of the aggregate market value of the Fund.
Commercial paper must carry a quality rating of A-1 from Standard & Poor's
Corporation or P-1 from Moody's Investment Services, Inc. and be limited to
maturities of less that 61 days from the date of purchase. Short term
direct obligations of the United States must be limited to maturities not
exceeding 180 days from the date of purchase. The Investment Manager shall
diversify the Fund's investments in a prudent manner, but in no event shall
obligations of any one issuer (other than direct obligations of the United
States of America or obligations for the payment of principal or interest
by an agency or instrumentality of the United States of America) exceed in
aggregate 25% of the market value of the Fund at the time of purchase. The
Investment Manager may, at its discretion, invest in Bank One, Springfield
managed co-mingled funds, providing such participations substantially meet
the Fund's stated overall objectives. Subject to such investment
restrictions, the Trustee shall have the power and right:
(a) To receive and hold all contributions
made to it by the Company;
(b) To invest and reinvest all or any portion
of the Fund collectively through the medium of any
common, collective or commingled trust fund that
may be established and maintained by the Trustee,
subject to the instrument or instruments
establishing such trust fund or funds and with the
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terms of such instrument or instruments, as from
time to time amended, being incorporated into this
Agreement to the extent of the equitable share of
the Fund in any such common, collective or
commingled trust fund;
(c) To participate in and use a book-entry
system for the deposit and transfer of securities;
(d) To sell or exchange any property held by
it at public or private sale, for cash or on
credit, to grant and exercise options for the
purchase or exchange thereof, to exercise all
conversion or subscription rights pertaining to
any such property and to enter into any covenant
or agreement to purchase any property in the
future;
(e) To participate in any plan of
reorganization, consolidation, merger,
combination, liquidation or other similar plan
relating to property held by it and to consent to
or oppose any such plan or any action thereunder
or any contract, lease, mortgage, purchase, sale
or other action by any person;
(f) To deposit any property held by it with
any protective, reorganization or similar
committee, to delegate discretionary power
thereto, and to pay part of the expenses and
compensation thereof and any assessments levied
with respect to any such property so deposited;
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(g) To extend the time of payment of any
obligation held by it;
(h) To hold uninvested any moneys received by
it, without liability for interest thereon, until
such moneys shall be invested, reinvested or
disbursed;
(i) To exercise all voting or other rights
with respect to any property held by it and to
grant proxies, discretionary or otherwise;
(j) For the purposes of the Trust, to borrow
money from others, including Bank One,
Springfield, to issue its promissory note or notes
therefor, and to secure the repayment thereof by
pledging any property held by it;
(k) To furnish the Company and the Executive
with such information as may be needed for tax or
other purposes;
(l) To employ suitable agents and counsel,
who may be counsel to the Company or the Trustee,
and to pay their reasonable expenses and
compensation from the Fund to the extent not paid
by the Company;
(m) To cause any property held by it to be
registered and held in the name of one or more
nominees, with or without the addition of words
indicating that such securities are held in a
fiduciary capacity, and to hold securities in
bearer form;
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(n) To settle, compromise or submit to
arbitration any claims, debts or damages due or
owing to or from the Trust, respectively, to
commence or defend suits or legal proceedings to
protect any interest of the Trust, and to
represent the Trust in all suits or legal
proceedings in any court or before any other body
or tribunal; provided, however, that the Trustee
shall not be required to take any such action
unless it shall have been indemnified by the
Company to its reasonable satisfaction against
liability or expenses it might incur therefrom;
(o) To organize under the laws of any state a
corporation or trust for the purpose of acquiring
and holding title to any property which it is
authorized to acquire hereunder and to exercise
with respect thereto any or all of the powers set
forth herein; and
(p) Generally, to do all acts, whether or not
expressly authorized, that the Trustee may deem
necessary or desirable for the protection of the
Fund.
4.3 No person dealing with the Trustee shall be under any
obligation to see to the proper application of any money paid or property
delivered to the Trustee or to inquire into the Trustee's authority as to
any transaction.
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4.4 The Trustee shall distribute cash from the Fund in
accordance with Article II and VIII hereof.
The Trustee may make any distribution required hereunder by
mailing its check for the specified amount to the person to whom such
distribution or payment is to be made, at such address as may be specified
pursuant to Section 10.5, or if no such address shall have been so
furnished, to such person in care of the Company, or (if so directed by the
recipient) by crediting the account of such person or by transferring funds
to such person's account by bank or wire transfer.
4.5 If at any time there is no person authorized to act
under this Agreement on behalf of the Company, the Board of Directors of
the Company shall have the authority to act hereunder.
ARTICLE V
5.1 The Executive, or in the event of the Executive's death
the Executive's personal representative, shall be responsible for the
payment of any federal, state or local taxes on the Fund, or any part
thereof, and on the income therefrom, subject to the Company's obligation
under the Plan to reimburse the Executive in respect of such taxes.
5.2 For all periods prior to the Executive's termination of
employment, and for a period of sixty (60) days thereafter and for any
further period as may be authorized by the Company, the Company shall pay
to the Trustee its reasonable expenses for the management, investment and
administration of the Fund, including without limitation advances for or
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prompt reimbursement of reasonable expenses of counsel and other agents
employed by the Trustee, and reasonable compensation for its services as
Trustee hereunder, the amount of which shall be agreed upon from time to
time by the Company and the Trustee in writing; provided, however, that if
the Trustee forwards an amended fee schedule to the Company requesting its
agreement thereto and the Company fails to object thereto within thirty
(30) days of its receipt, the amended fee schedule shall be deemed to be
agreed upon by the Company and the Trustee. Such expenses and compensation
shall be a charge on the Fund and shall constitute a lien in favor of the
Trustee until paid by the Company.
ARTICLE VI
6.1 The Trustee shall maintain records with respect to the
Fund that show all its receipts and disbursements hereunder. The records
of the Trustee with respect to the Fund shall be open to inspection by the
Company or its representatives and by the Executive at all reasonable times
during normal business hours of the Trustee and may be audited not more
frequently that once each fiscal year by an independent certified public
accountant engaged by the Company; provided, however, the Trustee shall be
entitled to additional compensation from the Company in respect of audits
or auditors' requests which the Trustee determines to exceed the ordinary
course of the usual scope of such examinations of its records.
6.2 Within a reasonable time after the close of each fiscal
year of the Company (or, in the Trustee's discretion, at more frequent
intervals), or of any termination of the duties of the Trustee hereunder,
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the Trustee shall prepare and deliver to the Company and the Executive a
statement of transactions reflecting its acts and transactions as Trustee
during such fiscal year, portion thereof or during such period from the
close of the last fiscal year or last statement period to the termination
of the Trustee's duties, respectively, including a statement of the then
current value of the Fund. Any such statement shall be deemed an account
stated and accepted and approved by the Company, and the Trustee shall be
relieved and discharged, as if such account had been settled and allowed by
a judgment or decree of a court of competent jurisdiction, unless protested
by written notice to the Trustee within sixty (60) days of receipt thereof
by the Company or the Executive.
The Trustee shall have the right to apply at any time to a
court of competent jurisdiction for judicial settlement of any account of
the Trustee not previously settled as herein provided or for the
determination of any question of construction or for instructions. In any
such action or proceeding it shall be necessary to join as parties only the
Trustee, the Company and the Executive (although the Trustee may also join
such other parties as it may deem appropriate), and any judgment or decree
entered therein shall be conclusive.
ARTICLE VII
7.1 The Trustee may resign at any time by delivering written
notice thereof to the Company and the Executive; provided, however, that no
such resignation shall take effect until the earlier or (i) sixty (60) days
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from the date of delivery of such notice to the Company and the Executive
or (ii) the appointment of a successor trustee.
7.2 The Trustee may be removed at any time by the Company,
pursuant to a resolution of the Board of Directors of the Company, upon
delivery to the Trustee of a certified copy of such resolution and sixty
(60) days written notice to the Trustee and the Executive of (i) such
removal and (ii) the appointment of a successor trustee, unless such notice
period is waived in whole or in part by the Trustee and the Executive.
7.3 Upon the resignation or removal of the Trustee, a
successor trustee shall be appointed by the Company. Such successor
trustee shall be a bank or trust company established under the laws of the
United States or a state within the United States and having either total
assets (including assets of a bank holding company of which the bank is a
member) of at least $25 billion or trust assets of at least $1 billion.
Such appointment shall take effect upon the delivery to the Trustee and the
Executive of (a) a written appointment of such successor trustee, duly
executed, by the Company and (b) a written acceptance by such successor
trustee, duly executed thereby. Any successor trustee shall have all the
rights, powers and duties granted the Trustee hereunder.
7.4 If, within sixty (60) days of the delivery of the
Trustee's written notice of resignation, a successor trustee shall not have
been appointed, the Trustee shall apply to any court of competent
jurisdiction for the appointment of a successor trustee.
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7.5 Upon the resignation or removal of the Trustee and the
appointment of a successor trustee, and after the acceptance and approval
of its account, the Trustee shall transfer and deliver the Fund to such
successor trustee. Under no circumstances shall the Trustee transfer or
deliver the Fund to any successor trustee which is not a bank or trust
company having either total assets (including assets of a bank holding
company of which the bank is a member) of at least $25 billion or trust
assets of at least $1 billion.
ARTICLE VIII
8.1 The Trust established pursuant to this Agreement shall
terminate upon the actual or deemed withdrawal by the Executive of all
amounts in the Fund, as provided in Section 2.4, and in the Executive's
Segregated Account. The Trust also shall terminate upon the expiration of
sixty (60) days following the Executive's termination of employment (by
retirement or otherwise), unless the Trustee and the Executive agree to
continue the Trust thereafter upon such terms as they may agree, but in the
event of such continuation the Company shall have no further obligations
under this Agreement with respect to matters relating to such continuation,
including expenses and compensation of the Trustee, as provided in Section
5.2, and indemnification of the Trustee as provided in Section 3.2.
8.2 Upon the termination of the Trust by reason of the death
of the Executive, or by reason of the Executive's termination of employment
other than by death if the Trust has not been continued by agreement
between the Trustee and the Executive, the Trustee shall distribute the
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Fund as directed by the Executive or, in the absence of such direction,
shall distribute all of the Fund to the Executive's Segregated Account, if
any, or if there is no such Segregated Account to the Executive, or in the
event of the Executive's death his personal representative, after deducting
therefrom any amounts owing to the Trustee under this Agreement which have
not been paid by the Company. Upon any termination of the Trust in
accordance with Article VIII, the Trustee shall, after the acceptance and
approval of its account, be relieved and discharged. The powers of the
Trustee, including the right to receive compensation for services and
payment of expenses, as provided in Section 5.2, shall continue as long as
any part of the Fund remains in its possession.
ARTICLE IX
9.1 This Agreement may be amended, in whole or in part, at
any time and from time to time, by the Company with the written consent of
the Executive and the Trustee. Any such amendment by the Company shall be
pursuant to a resolution of the Board of Directors of the Company by
delivery to the Trustee of a certified copy of such resolution and a
written instrument duly executed and acknowledged by the Company and the
Executive in the same form as this Agreement.
ARTICLE X
10.1 This Agreement shall be construed and interpreted
under, and the Trust hereby created shall be governed by, the laws of the
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State of Illinois insofar as such laws do not contravene any applicable
federal laws, rules or regulations.
10.2 Neither the gender nor the number (singular or plural)
of any word shall be construed to exclude another gender or number when a
different gender or number would be appropriate.
10.3 This Agreement shall be binding upon and inure to the
benefit of the Executive, his estate, personal representative, beneficiary,
heirs and assigns. This Agreement also shall be binding upon and inure to
the benefit of any successor to the Company or its business as the result
of merger, consolidation, reorganization, transfer of assets or otherwise
and any subsequent successor thereto. In the event of any such merger,
consolidation, reorganization, transfer of assets or other similar
transaction, the successor to the Company or its business or any subsequent
successor thereto shall promptly notify the Trustee in writing of its
successorship and furnish the Trustee with the information specified in
Section 3.1 of this Agreement. In no event shall any such transaction
described herein suspend or delay the rights of the Executive to receive
benefits hereunder.
10.4 This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of
which shall together constitute only one Agreement.
10.5 All notices and other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly
given when actually delivered to the respective addresses set forth below:
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Company: The Franklin Life Insurance Company
#1 Franklin Square
Springfield, Illinois 62713
Attn: Senior Vice President
and General Counsel
Trustee: Bank One, Springfield
East Old State Capitol Plaza
Springfield, Illinois 62701
Executive: Howard C. Humphrey
R.R. #6
Springfield, Illinois 62707
or at such other address as such person may specify in writing by notice as
set forth above to the other persons listed above.
ARTICLE XI
11.1 In consideration of the establishment of the Fund,
Executive consents to the distribution from time to time of the assets of
the trust established pursuant to the Trust Agreement made as of the 25th
day of January, 1990, among the Company, The Marine Bank of Springfield and
Milliman & Robertson established to provide a source of Executive's
benefits under the Plan, in amounts to be used for the making of
contributions to the Trust or Segregated Account of the Executive as
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provided in Section 1.2, or the making of payments to the Executive (or
Surviving spouse or other beneficiary) pursuant to the Plan.
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed this 16th day of December, 1993.
Attest: THE FRANKLIN LIFE INSURANCE COMPANY
Stephen P. Horvat, Jr. By James M. Quigley
- --------------------------- ---------------------------------
Attest: BANK ONE SPRINGFIELD
Suzanne [Last name illegible] BY Michael W. Ference
- --------------------------- ---------------------------------
Witness: HOWARD C. HUMPHREY
Stephen P. Horvat, Jr. Howard C. Humphrey
- --------------------------- ------------------------------------
STATE OF ILLINOIS )
: ss.:
COUNTY OF MACOUPIN)
Personally appeared JAMES M. QUIGLEY, Vice President, - Director
of Human Resources of THE FRANKLIN LIFE INSURANCE COMPANY, signer and
sealer of the foregoing instrument, and acknowledged the same to be his
free act and deed as such Vice President and the free act and deed of said
Company before me.
Rose M. Lenn
-------------------------------------
Notary Public
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STATE OF ILLINOIS )
: ss.:
COUNTY OF MACOUPIN)
Personally appeared Michael W. Ference of BANK ONE SPRINGFIELD,
signer and sealer of the foregoing instrument, and acknowledged the same to
be his free act and deed as such Vice President and the free act and deed
of said Corporation before me.
Monica M. Malin
-------------------------------------
Notary Public
STATE OF ILLINOIS )
: ss.:
COUNTY OF SANGAMON)
Personally appeared HOWARD C. HUMPHREY, signer and sealer of the
foregoing instrument, and acknowledged the same to be his free act and deed
before me.
Rose M. Lenn
-------------------------------------
Notary Public
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