Exhibit 4.13
REMOVAL AND APPOINTMENT OF TRUSTEE
OF MRM CAPITAL TRUST II
This Removal and Appointment of Trustee of MRM Capital Trust II (the
"Trust") is made as of March 27, 2000 (this "Appointment"), by Mutual Group
Ltd., a Delaware corporation, as Depositor (the "Depositor"), and agreed to and
acknowledged by Chase Manhattan Trust Company, National Association, a national
association ("Chase"), as a removed trustee of the Trust, and The Chase
Manhattan Bank, a New York banking corporation ("Chase Bank"), as an additional
trustee of the Trust.
WHEREAS, the Trust was created pursuant to the filing of a Certificate of
Trust of the Trust with the Delaware Secretary of State on February 3, 2000, and
by the entering into of a Trust Agreement of the Trust, dated as of February 3,
2000 (the "Trust Agreement");
WHEREAS, under the Trust Agreement, Chase is a trustee of the Trust;
WHEREAS, the Depositor desires to remove Chase as a trustee of the Trust
and to appoint Chase Bank as an additional trustee of the Trust; and
WHEREAS, Chase Bank desires to become an additional trustee of the Trust
and, immediately following such appointment, Chase shall be deemed removed as a
trustee of the Trust.
NOW, THEREFORE, in consideration of the mutual promises and obligations
contained herein, the parties, intending to be legally bound, hereby agree as
follows:
1. Pursuant to Section 6 of the Trust Agreement, the Depositor hereby
appoints Chase Bank as an additional trustee of the Trust. Chase Bank hereby
accepts such appointment and agrees to be a trustee of the Trust pursuant to the
Trust Agreement.
2. Immediately following the appointment by the Depositor of Chase Bank
as a trustee of the Trust pursuant to Section 1 hereof, the Depositor hereby
removes Chase from the
Trust as a trustee of the Trust. Chase's removal shall be deemed effective
immediately following the appointment by the Depositor of Chase Bank as an
additional trustee of the Trust pursuant to Section 1 hereof.
3. All references in the Trust Agreement to the term "Trustees" are
deemed to include a reference to Chase Bank as a trustee of the Trust.
4. This Appointment may be executed in one or more counterparts.
5. Except to the extent that it is expressly modified by this
Appointment, the Trust Agreement shall continue in full force and effect.
6. This Appointment shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Appointment to be
duly executed as of the date and year first above written.
MUTUAL GROUP LTD.,
as Depositor
By: /s/ Robert Mulderig
------------------------------
Name: Robert Mulderig
Title: Chairman and Chief
Executive Officer
THE CHASE MANHATTAN BANK,
as an additional trustee of the
Trust
By: /s/ Kathleen Perry
--------------------------------
Name: Kathleen Perry
Title: Vice President
CHASE MANHATTAN TRUST
COMPANY, NATIONAL ASSOCIATION,
solely to acknowledge its removal
as a trustee of the Trust
By: /s/ Karen Vera
-------------------------------
Name: Karen Vera
Title: Assistant Vice President
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