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EXHIBIT 10.2(p)
TRUST AGREEMENT
TRUST AGREEMENT (the "Trust"), dated January 18, 1988, by and between
Universal Foods Corporation, a Wisconsin corporation (the "Company"), and
Marshall & Ilsley Trust Company (the "Trustee").
WHEREAS, the Company is obligated under the plans and agreements listed
on Schedule A hereto, as the same may be amended from time to time (collectively
the "Plans"), to make certain deferred and other payments to certain of the
Company's present, future and former directors and executives (the
"Executives"); and
WHEREAS, the aforesaid obligations of the Company are not currently
funded or otherwise secured; and
WHEREAS, for purposes of assuring that payments are made in
satisfaction of such obligations, the Company desires to establish a trust (the
"Trust") and to deposit with the Trustee, subject only to the claims of the
Company's existing or future general creditors, amounts of cash, marketable
securities and life insurance policies sufficient to fund such payments, and to
pay premiums on any such life insurance policies, as they may become due and
payable;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and for other good and valuable consideration, the parties hereto agree
as follows:
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ARTICLE I
THE PLANS
SECTION 1.01 Plans. The Company Plans subject to this Agreement consist
of the plans and agreements listed on Schedule A hereto, as the same may be
amended from time to time.
ARTICLE II
TRUST AND THE TRUST CORPUS
SECTION 2.01 Trust.
(a) Contemporaneously with the execution of this Agreement, the Company
is delivering to the Trustee to be held in trust hereunder the sum of One
Thousand Dollars ($1,000). As soon as practicable after the date hereof, the
Company shall deliver to the Trustee to be held in trust hereunder an amount in
cash plus marketable securities and life insurance policies which will be
sufficient to fund the Company's obligations to pay (i) to the Executives
benefits due and payable to them under the Plans and (ii) to the appropriate
insurers premiums due and payable on such life insurance policies.
(b) Contemporaneously with the later payment by the Company pursuant to
Section 2.01(a) hereof, the Company shall deliver to the Trustee a schedule (the
"Payment Schedule") indicating (i) the amounts payable in respect of each
Executive, or providing a formula or instructions acceptable to the Trustee for
determining the amounts so payable, and the time of commencement
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for, and the form of, payment of such amounts in respect of the Plans and (ii)
the amounts payable in respect of any premiums on any life insurance policies
held in Trust.
(c) At each September 30, the Company shall recalculate the amount of
assets which would be required to be delivered pursuant to Section 2.01(a) as of
such anniversary date. If the amount so calculated exceeds the fair market value
of the assets then held in trust, the Company shall promptly (and in no event
later than twenty-five (25) days from such anniversary date) pay to the Trustee
(i) an amount in cash, marketable securities (valued at their fair market value)
or life insurance policies or any combination thereof equal to such excess less
(ii) the amount, if any, of interest and other income earned on the Trust Corpus
and received by the Trustee during the year then ended at September 30.
Contemporaneously with such payment, the Company shall deliver to the Trustee
(i) a modified Payment Schedule indicating the amounts payable in respect of
each Executive, or providing a formula or instructions acceptable to the Trustee
for determining the amounts so payable, and the time of commencement for, and
the form of, payment of such amounts and (ii) the amounts payable in respect of
any premiums on any life insurance policies held in Trust.
(d) The Trust shall be revocable by the Company at any time until
thirty (30) days following the issuance by the Internal
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Revenue Service of tax rulings requested by the Company in connection with its
establishment of this Trust; thereafter, this Trust shall be irrevocable.
(e) This Trust is intended to be a grantor trust within the meaning of
Section 671 of the Internal Revenue Code of 1986 and is to be construed
accordingly.
SECTION 2.02 Trust Corpus.
(a) As used herein, the term "Trust Corpus" shall mean the amounts and
assets delivered to the Trustee as described in Section 2.01(a) hereof plus all
amounts and assets delivered thereafter pursuant to Section 2.01(c) hereof, in
whatever form held or invested as provided herein. The Trust Corpus shall be
held, invested and reinvested by the Trustee in cash, cash equivalents,
marketable securities or life insurance policies on the lives of the Executives
only in accordance with this Section 2.02. 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 any one or a combination of the following:
(i) life insurance policies on the lives of the
Executives;
(ii) cash equivalents; and
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(iii) such equity or fixed income securities as are permitted
in accordance with the investment guidelines which are, or when adopted
by the Company shall be, attached hereto as Schedule B, as the same may
be modified at any time and from time to time by the Company
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.
(b) Except as hereinafter provided, all interest and other income
earned on the investment of the Trust Corpus, except dividends on and proceeds
from life insurance policies, shall be the property of the Company and shall not
constitute a part of the Trust Corpus. Within twenty (20) days after the end of
each year ending September 30, the Trustee shall notify the Company of the
amount of such interest and other income received by the Trustee during such
year then ended. Such interest and other income received by the Trustee during
each year ended September 30 shall be paid over to the Company by the Trustee
within thirty (30) days after the end of each such year. The amount of such
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interest or other income so payable to the Company shall be reduced to the
extent it offsets the excess otherwise required to be paid by the Company to the
Trustee pursuant to Section 2.01(c) hereof, and only the remainder, if any,
shall be paid to the Company.
(c) All losses of income or principal in respect of, and expenses
(including, as provided in Sections 5.01(f) and (g) hereof, any expenses of the
Trustee) charged against, the Trust Corpus shall be for the account of the
Company and the Company shall be obligated to promptly reimburse the Trust
Corpus for any loss in principal amount of, or expense charged against, the
Trust Corpus except to the extent that such amounts have been applied to reduce
amounts payable to the Company pursuant to Section 2.02(b) hereof.
ARTICLE III
RELEASE OF THE TRUST CORPUS
SECTION 3.01 Deliveries to Executives.
(a) As soon as practicable following the execution of this
Agreement, the Payment Schedule shall be delivered by the Company to each
Executive. A modified Payment Schedule shall be delivered by the Company to each
Executive at each time that a modified Payment Schedule is delivered by the
Company to the
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Trustee under Section 2.01(c) hereof. Except as otherwise provided herein, the
Trustee shall make payments to the Executives in accordance with the most recent
Payment Schedule.
(b) In the event that an Executive reasonably believes that the Payment
Schedule, including any modified Payment Schedule, does not properly reflect the
amount payable to such Executive or the timing or form of payment from the Trust
Corpus in respect of any of the Plans in which he or she is a participant, such
Executive shall be entitled to deliver to the Trustee written notice (the
"Executive's Notice") setting forth the amount, timing or form of payment the
Executive believes is proper under the relevant terms of the Plan or Plans. The
Executive shall also deliver a copy of the Executive's Notice to the Company
within three (3) business days of the delivery to the Trustee. Unless the
Trustee receives written objection from the Company within ten (10) business
days after receipt by the Trustee of such notice, the Trustee shall make the
payment in accordance with the Executive's Notice. In the event the Trustee
receives written objection from the Company within such ten (10) business day
period and in the event the Company and Executive cannot agree on the terms of
the Payment Schedule, the dispute shall be resolved in accordance with Section
6.03 hereof.
(c) In the event that the aggregate amount payable in any calendar
month to the Executives entitled to payments during such month exceeds the Trust
Corpus, the Trustee shall
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borrow on any life insurance policies held in the Trust to the extent necessary
to satisfy such payment obligations. If, notwithstanding such borrowing, the
Trust Corpus is not sufficient to satisfy such payment obligations, the Trustee
shall make a pro rata payment to each Executive entitled to a payment during
such month based on the amount so payable to such Executive in proportion to the
aggregate amount so payable to all such Executives.
(d) The Trustee shall be permitted to withhold from any payment due to
an Executive hereunder the amount required by law to be so withheld under
federal, state and local wage withholding requirements or otherwise, and shall
pay over to the appropriate government authority the amounts so withheld.
(e) Except as otherwise provided herein, in the event of any final
determination by the Internal Revenue Service or a court of competent
jurisdiction, which determination is not appealable or the time for appeal or
protest of which has expired, or the receipt by the Trustee of a substantially
unqualified opinion of tax counsel selected by the Trustee, which determination
determines, or which opinion opines, that the Executives or any particular
Executive is subject to federal income taxation on amounts held in Trust
hereunder prior to the distribution to the Executives or Executive of such
amounts, the Trustee shall, on receipt by the Trustee of notice of such
determination or of such opinion,
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pay to each Executive the portion of the Trust Corpus includible in such
Executive's federal gross income.
SECTION 3.02 Deliveries to Creditors of the Company. It is the intent
of the parties hereto that the Trust Corpus is and shall remain at all times
subject to the claims of the general creditors of the Company. Accordingly, the
Company shall not create a security interest in the Trust Corpus in favor of the
Executives or any creditor. If the Trustee receives the notice provided for in
Section 3.03 hereof, or otherwise receives actual notice that the Company is
insolvent or bankrupt as defined in Section 3.03 hereof, the Trustee shall make
no further distributions of the Trust Corpus to any of the Executives but shall
deliver the entire amount of the Trust Corpus only as a court of competent
jurisdiction, or duly appointed receiver or other person authorized to act by
such a court, may direct to make the Trust Corpus available to satisfy the
claims of the Company's general creditors. The Trustee shall resume distribution
of the Trust Corpus to the Executives under the terms hereof, upon no less than
thirty (30) days advance notice to the Company, if it determines that the
Company was not, or is no longer, bankrupt or insolvent. The Trustee may rely on
such evidence concerning the status or solvency of the Company as may be
furnished to the Trustee as will give the Trustee a reasonable basis for making
such determination.
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SECTION 3.03 Notification of Bankruptcy or Insolvency. The Company,
through its Board of Directors and Chief Executive Officer, shall notify the
Trustee promptly in writing of the Company's bankruptcy or insolvency. Prior to
receipt of such notice, the Trustee shall have no duty to inquire whether or not
the Company is bankrupt or insolvent. The Company shall be deemed to be
bankrupt or insolvent:
(i) upon the entry of a decree or order by a court having
jurisdiction adjudging the Company bankrupt or insolvent, or
approving a petition seeking reorganization, arrangement, adjustment
or composition of the Company under the Federal Bankruptcy Act, or
appointing a receiver (or other similar official) of the Company, or
ordering the winding up or liquidation of the affairs of the Company;
(ii) upon the institution by the Company of proceedings to be
adjudicated a bankrupt or insolvent, or the consent by the Company to
the institution of bankruptcy or insolvency proceedings against it, or
the filing by the Company of a petition seeking reorganization or
relief under the Federal Bankruptcy Act, or the consent by the Company
to the filing of any such petition or to the
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appointment of a receiver, trustee (or other similar
official) of the Company, or the making by the Company of an
assignment for the benefit of creditors, or the admission by
the Company in writing of its inability to pay its debts as
they mature; or
(iii) if the Company is unable to pay its debts as they
mature.
ARTICLE IV
TRUSTEE
SECTION 4.01 Trustee.
(a) The duties and responsibilities of the Trustee shall be limited to
those expressly set forth in this Agreement, and no implied covenants or
obligations shall be read into this Trust against the Trustee.
(b) If all or any part of the Trust Corpus is at any time attached,
garnished or levied upon by any court order, or in case the payment, assignment,
transfer, conveyance or delivery of any such property shall be stayed or
enjoined by any court order, or in case any order, judgment or decree shall be
made or entered by a court affecting such property or any part thereof, then and
in any of such events the Trustee is authorized, in its sole discretion, to rely
upon and comply with any such order, writ, judgment or decree, and it shall not
be liable to the Company (or any
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of its subsidiaries) or any Executive by reason of such compliance even though
such order, writ, judgment or decree subsequently may be reversed, modified,
annulled, set aside or vacated.
(c) The Trustee shall maintain such books, records and accounts as may
be necessary for the proper administration of the Trust Corpus, including,
without limitation, as provided in Section 2.01 hereof, and shall render to the
Company, on or prior to each October 31 following the date of this Trust until
the termination of this Trust (and on the date of such termination), an
accounting with respect to the Trust Corpus as of the end of the immediately
preceding September 30 (and as of the date of such termination). Upon the
written request of an Executive or the Company, the Trustee shall deliver to
such Executive or the Company, as the case may be, a copy of such accounting and
a record of any amounts delivered by the Company to the Trustee or paid by the
Trustee with respect to such Executive.
(d) The Trustee shall not be liable for any act taken or omitted to be
taken hereunder if taken or omitted to be taken by it in good faith. The Trustee
shall also be fully protected in relying upon any Payment Schedule, modified
Payment Schedule or notice delivered or given hereunder which it in good faith
believes to be genuine and executed and delivered in accordance with this
Agreement.
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(e) The Trustee may consult with legal counsel to be selected by it,
and the Trustee shall not be liable for any action taken or suffered by it in
accordance with the advice of such counsel.
(f) The Trustee shall be reimbursed by the Company for its reasonable
expenses incurred in connection with the performance of its duties hereunder and
shall be paid reasonable fees for the performance of such duties.
(g) The Company agrees to indemnify and hold harmless the Trustee from
and against any and all damages, losses, claims or expenses as incurred
(including expenses of investigation and fees and disbursements of counsel to
the Trustee and any taxes imposed on the Trust Corpus or income of the Trust)
arising out of or in connection with the performance by the Trustee of its
duties hereunder. Any amount payable to the Trustee under paragraph (f) of this
Section 4.01 or this paragraph (g) shall be paid by the Company promptly upon
demand therefor by the Trustee or, if the Trustee so chooses in its sole
discretion, from the Trust Corpus. In the event that payment is made hereunder
to the Trustee from the Trust Corpus, the Trustee shall promptly notify the
Company in writing of the amount of such payment. The Company agrees that, upon
receipt of such notice, it will deliver to the Trustee to be held in the Trust
an amount in cash or marketable
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securities (valued at their fair market value) or some combination thereof equal
to any payments made from the Trust Corpus to the Trustee pursuant to paragraph
(f) of this Section 4.01 or this paragraph (g). The failure of the Company to
transfer any such amount shall not in any way impair the Trustee's right to
indemnification, reimbursement and payment pursuant to paragraph (f) of this
Section 4.01 or this paragraph (g).
(h) In the event that an Executive shall have the right under the terms
of the Management Split Dollar Life Insurance Plan to purchase any policy on the
Executive's life held by the Trustee, the Trustee shall, upon receipt of written
notice from the Company of the Executive's intention to exercise such right,
transfer such policy to the Company along with any loan, debt or obligation on
such policy without any further consideration.
SECTION 4.02 Powers.
The Trustee shall have, in addition to any implied powers and duties
which may be necessary to carry out the provisions of the Trust, and subject to
the Company's express directions pursuant hereto, the following powers and
duties:
(a) To sell, exchange, hypothecate, convey and otherwise transfer any
securities or other property held in the Trust, at public or private sale, for
such prices and on such terms as the Trustee deems suitable, without the
approval of any court and
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without any obligation upon any person dealing with the Trustee to see to the
application of any money or other property delivered to it;
(b) To hold uninvested or to deposit in any bank or savings and loan
association such sums of cash as it deems reasonable and in the best interests
of the Trust;
(c) To exercise any right, including the right to vote, personally or
by general or special proxies or powers of attorney, appurtenant to any
securities or other property held in the Trust;
(d) To exercise or sell any conversion privileges, subscription rights
or other rights or options and to make any payments incidental thereto;
(e) To oppose, consent to, or otherwise participate in, any
reorganization, recapitalization or other changes affecting securities held in
the Trust, to delegate discretionary powers to the extent permitted by law, and
to pay expenses, assessments or charges in connection therewith; to retain any
securities or other property allotted to the Trust in connection with any such
reorganization, recapitalization or other changes; and to generally exercise any
of the powers of an owner with respect to any securities or other property held
in the Trust;
(f) To hold securities or other property in its name as Trustee or in
the name of one or more nominees or in bearer
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form; provided, the Trust records shall at all times show that such securities
or property are part of the Trust;
(g) To make, execute, acknowledge and deliver any instruments that may
be necessary or appropriate to carry out the powers herein granted;
(h) To consult and employ suitable agents, enrolled actuaries,
auditors, legal counsel or other advisers as deemed necessary to assist in the
performance of the Trustee's duties, and to pay reasonable expenses and
compensation in connection therewith;
(i) To enforce, abstain from enforcing, settle, modify, compromise,
submit to arbitration or abandon any rights, obligations, claims, debts or
damages due or owing to or from the Trust; to commence, defend and represent the
Trust in all suits and legal and administrative proceedings;
(j) To accept and retain any securities or other property received or
acquired by the Trust, whether or not such property would normally be purchased
or would then be authorized as investments hereunder;
(k) To collect and receive any money or property due to the Trust and
to give full discharge and acquittance therefor;
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(l) To prepare such periodic written reports or other accountings as
required hereunder, and to furnish the Company and the Executives with such
information which either may require for tax or other purposes;
(m) To borrow money from any lender in such amounts and upon such terms
and conditions as shall be deemed advisable or proper to carry out the purposes
of the Trust and to pledge any securities or other property for the repayment of
any such loan, provided that the Company may direct but not prohibit borrowing
by the Trustee on any life insurance policies held in the Trust;
(n) To register any securities held by it in its own name or in the
name of any custodian of such property or of its nominee, including the nominee
of any system for the central handling of securities, with or without the
addition of words indicating that such securities are held in a fiduciary
capacity and to deposit or arrange for the deposit of any such securities with
such a system;
(o) To transfer assets of the Trust Corpus to a successor trustee as
provided in Section 4.03;
(p) To adopt uniform rules of procedure and regulations necessary for
the proper and efficient administration of the Trust, provided such rules are
not inconsistent with the terms hereof, and to enforce such rules and
regulations; and
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(q) To do all acts, though not specifically named herein, which the
Trustee deems advisable to carry out the purpose of this Trust.
SECTION 4.03 Successor Trustee. The Trustee may resign and be
discharged from its duties hereunder at any time by giving notice in writing of
such resignation to the Company and each Executive specifying a date (not less
than thirty (30) days after the giving of such notice) when such resignation
shall take effect. Promptly after such notice, the Company and Executives to
whom at least sixty-five percent (65%) of all amounts covered by the most recent
Payment Schedule are payable shall appoint a successor trustee, such trustee to
become Trustee hereunder upon the resignation date specified in such notice. If
the Company and such Executive(s) are unable to so agree upon a successor
trustee within thirty (30) days after such notice, the Trustee shall be
entitled, at the expense of the Company, to petition a United States District
Court or any of the courts of the State of Wisconsin having jurisdiction to
appoint its successor. The Trustee shall continue to serve until its successor
accepts the trust and receives delivery of the Trust Corpus. The Company and
such Executive(s) may at any time substitute a new trustee by giving fifteen
(15) days notice thereof to the Trustee then acting. The Trustee and any
successor thereto appointed hereunder shall be a commercial bank or trust
company which is not an affiliate of the Company,
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but which is a national banking association or established under the laws of one
of the states of the United States, and which has equity in excess of One
Hundred Million Dollars ($100,000,000).
ARTICLE V
TERMINATION, AMENDMENT AND WAIVER
SECTION 5.01 Termination. This Trust shall be terminated upon the
earlier of either of the following events: (i) the exhaustion of the Trust
Corpus; or (ii) the final payment of all amounts payable to all of the
Executives pursuant to all of the Plans. Promptly upon termination of this
Trust, any remaining portion of the Trust Corpus shall be paid to the Company.
SECTION 5.02 Amendment and Waiver. This Trust may be amended only by an
instrument in writing signed on behalf of the parties hereto, together with the
written consent of Executives to whom at least sixty-five percent (65%) of all
amounts covered by the most recent Payment Schedule are payable; provided that
the Company, in any event, without the approval or consent of any Executive, may
(i) include or exclude any Plan or Executive hereunder pursuant to Section 7.05
hereof and (ii) revise the investment guidelines attached as Exhibit B; and
provided further that this Trust may not be amended to make it revocable after
having become irrevocable in accordance with Section 2.01(d) hereof or to alter
Section 5.01 hereof. The parties hereto, together with the consent of Executives
to whom at least sixty-five percent (65%) of all amounts covered by the most
recent Payment Schedule
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are payable, may at any time waive compliance with any of the agreements or
conditions contained herein. Any agreement on the part of a party hereto or an
Executive to any such waiver shall be valid if set forth in an instrument in
writing signed on behalf of such party or Executive. Notwithstanding the
foregoing, any such amendment or waiver may be made by written agreement of the
parties hereto without obtaining the consent of the Executives if such amendment
or waiver does not adversely affect the rights of the Executives hereunder. No
such amendment or waiver relating to this Trust and adversely affecting the
rights of a particular Executive hereunder shall be effective, unless such
executive has agreed in writing to such amendment or waiver.
ARTICLE VI
GENERAL PROVISIONS
SECTION 6.01 Further Assurances. The Company shall, at any time and
from time to time, upon the reasonable request of the Trustee, execute and
deliver such further instruments and do such further acts as may be necessary or
proper to effectuate the purposes of this Trust.
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SECTION 6.02 Certain Provisions Relating to This Trust.
(a) This Trust sets forth the entire understanding of the parties with
respect to the subject matter hereof and supersedes any and all prior
agreements, arrangements and understandings relating thereto. This Trust shall
be binding upon and inure to the benefit of the parties and their respective
successors and legal representatives.
(b) This Trust shall be governed by and construed in accordance with
the laws of the State of Wisconsin, other than and without reference to any
provisions of such laws regarding choice of laws or conflict of laws.
(c) In the event that any provision of this Trust or the application
thereof to any person or circumstances shall be determined by a court of proper
jurisdiction to be invalid or unenforceable to any extent, the remainder of this
Trust, or the application of such provision to persons or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each provision of this Trust shall be valid and enforced
to the fullest extent permitted by law.
SECTION 6.03 Arbitration. Any dispute between the Executives and the
Company or the Trustee as to the interpretation or application of the provisions
of this Trust and the amount,
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timing or form of any payment hereunder shall be determined exclusively by
binding arbitration in Milwaukee, Wisconsin in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's award in any court of competent jurisdiction. All fees and expenses
of such arbitration shall be paid by the Trustee and considered an expense of
the Trust under Section 4.01(g) hereof.
SECTION 6.04 Notices. Any notice, report demand or waiver required or
permitted hereunder shall be in writing and shall be given personally or by
prepaid registered or certified mail, return receipt requested, addressed as
follows:
If to the Company: Universal Foods Corporation
411 East Michigan Avenue
Milwaukee, Wisconsin 53202
Attention: Terrence M. O'Reilly
Vice President, Secretary
and General Counsel
If to the Trustee: Marshall & Ilsley Trust Company
770 North Water Street
Milwaukee, Wisconsin 53202
Attention: James L. Neubauer
Employee Benefits Trust Officer
If to an Executive, to the address of such Executive as listed next to his name
on Schedule C hereto or such other address as the Executive may set forth in a
written notice to the Company and the Trustee or, as to an Executive who is not
included under
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the Plans as of the date hereof but is included thereafter, the address set
forth in the notice to the Trustee adding such Executive as a beneficiary.
A notice shall be deemed received upon the date of delivery if given
personally, or, if given by mail, upon the receipt thereof.
SECTION 6.05 Trust Beneficiaries. Each Executive is an intended
beneficiary under this Trust, and shall be entitled to enforce all terms and
provisions hereof with the same force and effect as if such person had been a
party hereto. The Executives shall have no preferred claim on, or any beneficial
ownership in, the Trust Corpus, and all rights created hereunder and the Plans
shall be mere unsecured contractual rights of the Executives against the Company
and the status of the Executives shall only be as general unsecured creditors.
Benefits to the Executives hereunder may not be anticipated, assigned,
transferred, pledged or otherwise conveyed. The Company may, in its sole
discretion, at any time and from time to time, by means of a modified Payment
Schedule accompanied by revised Schedules A and C, (i) provide for coverage
hereunder of any other Company plan, agreement or executive and (ii) upon
termination of any Plan or final payment of all amounts thereunder, exclude such
Plan and the Executives who are participants therein from coverage hereunder.
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IN WITNESS WHEREOF, the parties have executed this Trust as of the date
first written above.
UNIVERSAL FOODS CORPORATION
By: /s/ Darrell E. Wilde
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Darrell E. Wilde
Senior Vice President
MARSHALL & ILSLEY TRUST COMPANY
By: /s/ Walter A. Lecocq
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Walter A. Lecocq
Vice President
By: /s/ James L. Neubauer
-------------------------------
James L. Neubauer
Employee Benefits Trust Officer
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UNIVERSAL FOODS CORPORATION
TRUST AGREEMENT FOR RABBI TRUST B
Changes Upon Appointment of Successor Trustee
WHEREAS, Marshall & Ilsley Trust Company has resigned as Trustee of
Universal Foods Corporation Rabbi Trust B under Trust Agreement dated
January 18, 1988;
WHEREAS, it has been determined to be in the best interests of the
parties to Rabbi Trust B to have Firstar Bank, Milwaukee, N.A. assume
the duties of Trustee for Rabbi Trust B as soon as practicable after
the resignation of the prior trustee to assure that all benefits
payable through the Trust shall continue without interruption; and
WHEREAS, it is in the best interests of the Executives for whom
benefits are to be paid by Rabbi Trust B that the Trust Agreement be
irrevocable.
THEREFORE, it is hereby agreed by the parties to the Trust Agreement
for Rabbi Trust B, pursuant to the next to last sentence of Section
5.02, Amendment and Waiver, of the Trust Agreement, that, effective
February 1, 1998:
1. Firstar Bank, Milwaukee, N.A. shall be successor trustee
to Marshall & Ilsley Trust Company.
2. The Trust Agreement for Rabbi Trust B shall be
irrevocable.
3. The addresses for Notices to the Company and the Trustee
provided in Section 6.04, Notices, shall be changed to reflect the
actual addresses of the parties from time to time, with any party
providing other parties notice of any change pursuant to the procedure
of Section 6.04.
IN WITNESS WHEREOF, the parties have executed this Changes Upon
Appointment of Successor Trustee as of the 1st day of February, 1998.
UNIVERSAL FOODS CORPORATION FIRSTAR BANK, MILWAUKEE, NA
By: /s/ Kenneth P. Manning BY: /s/ Richard A. Whittow
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Name: Kenneth P. Manning Name: Richard A. Whittow
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Title: Chairman, President and Title: Vice President
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Chief Executive Officer
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