Exhibit 10.18
STATE STREET BOSTON CORPORATION
EXECUTIVE COMPENSATION TRUST
This Trust Agreement made as of this 6th day of December, 1996, by and
between State Street Boston Corporation, a Massachusetts corporation (the
"Company"), Wachovia Bank of North Carolina, N.A. (the "Trustee"), and William
M. Mercer, Inc. (the "Consulting Firm"), providing for the establishment of a
trust to be known as the State Street Boston Corporation Executive Compensation
Trust (hereinafter called the "Trust") to provide a source for payments required
to be made to participants (the "Participants") under certain nonqualified
employee benefit plans of the Company and certain subsidiaries of the Company,
which plans are listed on Exhibit A hereto (the "Plans").
WITNESSETH THAT:
WHEREAS, the Company is hereby making the contribution described on
Exhibit B hereto, and may in the future make additional contributions of cash,
Common Stock of the Company (the "Stock"), and/or other property (all such
present and future contributions being hereafter referred to as
"Contributions"), to the Trust to aid the Company and the Subsidiaries in
accumulating funds to satisfy their obligations under the Plans; and
WHEREAS, the Company intends that the Trust Assets (as defined in
Section 1(d) below) shall be subject to the claims of the creditors of the
Company and the Subsidiaries in the event the Company or any Subsidiary becomes
Insolvent (as defined in Section 4(a)); and
WHEREAS, the Company intends that the Trust shall constitute an
unfunded arrangement and shall not affect the status of the Plans as unfunded
plans maintained for the purpose of providing deferred compensation for select
management and highly compensated employees for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"); and
WHEREAS, the Company intends that the Trust shall remain in existence
until all the Trust Assets shall have been distributed to the Participants or
reverted to the Company, all in accordance with the provisions of this Trust
Agreement;
NOW, THEREFORE, in consideration of the mutual undertakings of the
parties and other good and valuable consideration, the parties hereto do hereby
establish the Trust and agree that the Trust shall be comprised, held and
disposed of as follows:
SECTION 1: ESTABLISHMENT OF TRUST
(a) The Company hereby contributes to the Trust, and the Trustee hereby
acknowledges receipt of, the Contribution set forth in Exhibit B hereto, which,
together with any future Contributions, shall become the principal of the Trust
to be held, administered and disposed of by the Trustee in accordance with this
Trust Agreement.
(b) The Trust shall be revocable until a Change in Control (as defined
in Section 2(f)), at which time it shall become irrevocable.
(c) The Trust is intended to be a grantor trust of which the Company is
the grantor, within the meaning of Section 671 of the Internal Revenue Code of
1986, as amended (the "Code"), and an unfunded arrangement that does not affect
the status of the Plans as unfunded plans maintained for the purpose of
providing deferred compensation for select management and highly compensated
employees for purpose of Title I of ERISA, and shall be construed accordingly.
The Trust is not designed or intended to qualify under Section 401(a) of the
Code.
(d) The principal of the Trust and any earnings thereon and other
increases thereof shall be held separate and apart from other funds of the
Company and the Subsidiaries and shall be used exclusively for the uses and
purposes herein set forth. Such principal, increased by any earnings thereon and
other increases thereof and reduced by any losses and distributions from the
Trust and any other reductions thereof, is sometimes referred to herein as the
"Trust Assets." The Participants shall not have any preferred claim on, nor any
beneficial ownership interest in, any of the Trust Assets before the Trust
Assets are paid to the Participants pursuant to the terms of this Trust
Agreement, and all rights created under the Plans and this Trust Agreement shall
be mere unsecured contractual rights of the Participants against the Company
and/or one or more of the Subsidiaries, as applicable. The Trust Assets shall at
all times be subject to the claims of the general creditors of the Company and
the Subsidiaries under federal and state law in accordance with Section 4.
SECTION 2: ADDITIONAL CONTRIBUTIONS; DISTRIBUTIONS TO
COMPANY AND SUBSIDIARIES
(a) The Company shall make additional Contributions to the Trust in
accordance with Section 8 of this Trust Agreement, and such other Contributions
as the Board of Directors of the Company (the "Board") or its delegate deems
appropriate from time to time. The Trustee shall be responsible only for
Contributions actually received by it hereunder, and the Trustee shall have no
duty or responsibility with respect to the timing, amounts and sufficiency of
the Contributions made or to be made by the Company hereunder.
(b) The Company shall have the duty to inform the Trustee and the
Consulting Firm whenever a "Change of Control" (as defined in Section 2(e)
below) occurs. If any two Participants notify the Trustee that a Change of
Control has occurred, the Trustee shall so notify the Company and the Consulting
Firm and, unless within five business days thereafter the Company delivers to
the Trustee and the Consulting Firm an opinion of independent legal counsel to
the Company (which opinion may be based upon representations of fact, as long as
counsel does not know that such representations are untrue) that a Change of
Control has not occurred, then a Change of Control will be deemed to have
occurred, and the Trustee and the Consulting Firm will be deemed to have
received notice on such fifth business day that a Change of Control has
occurred.
(c) Following the occurrence of a Change of Control, the Trustee shall
determine in its sole and absolute discretion, and shall give the Company and
the Consulting Firm notice of, the "Trust Asset Value" (as defined in Section
2(g) below) and the Consulting Firm shall determine, and give the Company and
the Trustee notice of, the "Required Assets" (as defined in Section 2(g) below)
as soon as practicable, but in any event within thirty days, after (i) the date
they receive notice that a Change of Control has occurred, and (ii) the end of
each calendar quarter thereafter, in each case determined as of the most recent
Measurement Date and, in the case of the computation of the Required Assets,
based upon the most recent information available to the Consulting Firm pursuant
to Section 3(b).
(d) Following a Change of Control, the Company shall contribute to the
Trust, in cash, the excess (if any) of the Required Assets over the Trust Asset
Value as of each Measurement Date beginning with the date of the Change of
Control, plus interest at the Applicable Federal Rate from such Measurement Date
through the date of contribution, within three business days after receiving
notice thereof.
(e) The Company shall have the right to withdraw assets from the Trust
in accordance with this Section 2(e). The Company may exercise this right of
withdrawal by giving the Trustee and the Consulting Firm notice of its desire to
do so and directing the Trustee to distribute to it and/or to one or more
Subsidiaries, all or any portion of the Trust Assets, and the Trustee shall so
distribute such Trust Assets as promptly as practicable; provided, that no such
distribution shall be made after a Change of Control (regardless of when the
Company's notice of exercise is given) to the extent that the Trust Asset Value
as of the most recent Measurement Date before such distribution is made,
adjusted to reflect such distribution, would be less than 120 percent of the
Required Assets determined as of such Measurement Date.
(f) For purposes of this Trust Agreement, a "Change of Control" shall
mean:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 25% or more of either (i) the then
outstanding shares of Stock (the "Outstanding Company Stock") or (ii)
the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors
(the "Outstanding Company Voting Securities"); provided, however, that
for purposes of this subsection (i), the following acquisitions shall
not constitute a Change of Control: (A) any acquisition directly from
the Company, (B) any acquisition by the Company, (C) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company or (D) any
acquisition by any corporation pursuant to a transaction which complies
with clauses (A), (B) and (C) of subsection (iii) below; or
(ii) individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by
a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
(iii) consummation of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all
of the assets of the Company (a "Business Combination"), in each case,
unless, following such Business Combination, (A) all or substantially
all of the individuals and entities who were the beneficial owners of
the Outstanding Company Stock and the Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination of
the Outstanding Company Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding any
corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly
or indirectly, 25% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership
existed prior to the Business Combination, and (C) at least a majority
of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or
(iv) approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
(g) For purposes of this Trust Agreement, the following terms shall
have the following meanings:
(i) The "Applicable Federal Rate" as of any date means the
applicable federal rate (as defined in Section 1274(d) of the Code) in
effect on that date unless specified herein to the contrary, the
applicable federal rate shall be the applicable long term federal rate
(as defined in Section 1274(d) of the Code);
(ii) The "Measurement Date" means the last day of a calendar
quarter or the date a Change of Control occurs;
(iii) The "Required Assets" means the present value, as of the
Measurement Date, of the sum of (x) the maximum aggregate amount that
could become payable to the Participants under the Plans if their
employment terminated on the six-month anniversary of the Measurement
Date, and (y) an estimate of the expenses reasonably likely to be
incurred by the Trust from the Measurement Date through such six-month
anniversary, including without limitation the Trustee's and Consulting
Firm's fees as estimated by the Trustee and the Consulting Firm,
respectively. In determining the present value of any benefit under a
Plan, the Consulting Firm shall use the interest rate in effect for
purposes of the Plan on the Measurement Date or, if it produces a
larger present value, the interest rate that the Consulting Firm
reasonably expects to be in effect on such six-month anniversary, based
upon market conditions at the time the determination is being made; and
(iv) The "Trust Asset Value" means the aggregate net fair
market value of the Trust Assets as of the relevant Measurement Date.
SECTION 3: PAYMENTS TO PARTICIPANTS
(a) The names and addresses of the Participants and the schedule of
payments currently due or expected to become due to the Participants under the
Plans (the "Payment Schedule") are set forth on Exhibit C hereto. The Consulting
Firm shall make such amendments to Exhibit C as may be necessary from time to
time to ensure that it is complete and accurate; provided, that such amendments
shall not be required to be made more frequently than quarterly; and provided,
further, that the Consulting Firm shall make such an amendment to update Exhibit
C not more than 30 days after receiving notice pursuant to Section 2(b) that a
Change of Control has occurred; and provided, further, that the Consulting
Firm's obligation to make any such amendment shall be subject to its having
received the information it reasonably determines to be necessary to make such
amendment, as provided in Section 3(b). Upon application by a Participant for a
benefit under this Trust the Consulting Firm shall update Exhibit C with respect
to the individual Participant and notify the Trustee of the updated amount.
(b) The Company shall provide the Consulting Firm with all information
necessary to keep Exhibit C up to date on at least a quarterly basis, and in any
event within five days after the occurrence of a Change of Control. After a
Change of Control, the Consulting Firm may request, but shall not be required to
request, that any Participant verify such information requested from the Company
or supply any additional information. The Consulting Firm shall be entitled to
rely on any information supplied to it pursuant to this paragraph (b) as set
forth in Section 12 below.
(c) The Company or any Subsidiary may make payments pursuant to the
Payment Schedule directly to the Participants. The Company shall notify the
Trustee of its intention to make, or to cause a Subsidiary to make, any such
direct payment at least 10 business days before the date such payment is due or,
in the case of a series of payments, before the date the first such payment is
due. If the Trustee does not receive such notice with respect to any payment or
series of payments, or if at any time following a Change of Control it receives
a notice from a Participant certifying that the Company and the Subsidiaries
have failed to make a payment when due, the Trustee shall promptly make such
payment (and any subsequent payments if the missed payment was one of a series)
in accordance with the Payment Schedule.
(d) If the Trust Assets are insufficient to make any payment (including
interest thereon under Section 3(e) below) that the Trustee is required to make
pursuant to Section 3(b) above, the Trustee shall promptly so notify the Company
and the Participant, and the Company shall make, or shall cause a Subsidiary to
make, such payment to the extent the Trust Assets are insufficient. In such
case, if payment is due to more than one Participant, the Trustee shall apply
the Trust Assets to provide payment to Participants in the order that payments
become due, with payments due on the same date to be paid on a pro-rata basis in
proportion to the remaining Trust Assets, based on the amounts owed to such
Participants on such payment date.
(e) Any payment, whether made by the Trustee or the Company or a
Subsidiary pursuant to Section 3(c) or (d) above, that is made after the date it
is due shall be accompanied by a cash payment of interest on the amount of such
payment at 120 percent of the short-term applicable federal rate, as defined in
Section 1274(d) of the Code, from the date the payment is due through the date
it is made.
(f) In making payments pursuant to this Section 3, the Trustee shall be
entitled to rely on, and shall have no duty to inquire into, any written
certification by a Participant that the Company and the Subsidiaries have failed
to make a payment when due.
(g) The Trustee and the Company shall promptly notify the Consulting
Firm of all payments made pursuant to this Section 3.
SECTION 4: TRUST ASSETS SUBJECT TO CLAIMS OF CREDITORS
(a) The Company or any Subsidiary shall be considered "Insolvent" if
(i) it is unable to pay its debts as they mature, or (ii) it is subject to a
pending proceeding as a debtor under the United States Bankruptcy Code.
(b) At all times while the Trust is in existence, the Trust Assets
shall be subject to the claims of general creditors of the Company and of the
Subsidiaries under federal and state law as set forth below. Notwithstanding the
provisions of Section 3, whenever the Trustee has actual knowledge that the
Company or any Subsidiary is Insolvent, or has received a "Notice of
Insolvency," as defined in Section 4(c), the Trustee shall suspend making
payments to the Participants and shall hold the Trust Assets for the benefit of
the general creditors of the Company or the Subsidiary, as applicable, and shall
promptly notify the Participants that it is doing so. During any period when
payments to the Participants are suspended under this Section 4, the Trustee may
nonetheless pay compensation and expenses of the Trustee and the Consulting Firm
and taxes payable by the Trust in accordance with Section 8, unless it receives
a court order to the contrary. If the Company or the Subsidiary, as applicable,
subsequently ceases to be Insolvent without the entry of a court order
concerning the disposition of the Trust Assets, the Company shall give notice to
the Trustee and the Participants (i) stating that the Company or the Subsidiary,
as applicable, is no longer Insolvent and (ii) setting forth the extent to which
the Company or any Subsidiary has made directly to the Participants any payments
under the Payment Schedule that became due during the period that the Trustee
had suspended payments. If the Trustee determines that the Company or the
Subsidiary, as applicable, has ceased to be Insolvent without the entry of a
court order concerning the disposition of the Trust Assets, the Trustee shall
resume payments pursuant to Section 3, including payments, plus interest as may
be required by Section 2(e), that became due during the period of suspension and
were not made by the Company or any Subsidiary.
(c) A "Notice of Insolvency" means a written notice from the Board of
Directors or the Chief Executive Officer of the Company that the Company or a
Subsidiary is Insolvent, or a written notice from a person claiming to be a
creditor of the Company or a Subsidiary (which person the Trustee considers to
be reliable and responsible) alleging that the Company or a Subsidiary is
Insolvent. The Board of Directors and the Chief Executive Officer of the Company
and of each Subsidiary shall have the duty to give the Trustee a Notice of
Insolvency immediately upon the Company's or the Subsidiary's (as applicable)
becoming Insolvent. The Trustee shall be entitled to rely upon a Notice of
Insolvency from the Board of Directors or the Chief Executive Officer of the
Company or a Subsidiary and shall have no duty at any time to inquire whether
the Company or any Subsidiary is Insolvent, except in response to a Notice of
Insolvency from a person claiming to be a creditor of the Company or a
Subsidiary. The Trustee may in all events rely upon such evidence concerning the
solvency of the Company and the Subsidiaries as may be furnished to it that
provides a reasonable basis for making a determination of whether the Company or
a Subsidiary is Insolvent, and such determination shall be made in its sole and
absolute discretion.
SECTION 5: ACCOUNTING BY THE TRUSTEE AND THE CONSULTING
FIRM; PROVISION OF INFORMATION BY THE COMPANY
(a) The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions required to be
done, including such specific records as shall be agreed upon in writing between
the Company and the Trustee. Within sixty days following the close of each
calendar year and within sixty days after the removal or resignation of the
Trustee, the Trustee shall deliver to the Company and the Consulting Firm a
written statement of its administration of the Trust during such year or during
the period from the close of the last preceding year to the date of such removal
or resignation, setting forth all investments, receipts, disbursements and other
transactions effected by it, including a description of all securities and
investments purchased and sold with the cost or net proceeds of such purchases
or sales (accrued interest paid or receivable being shown separately), showing
all cash, securities and other property held in the Trust at the end of such
year or as of the date of such removal or resignation, as the case may be, and
the book and fair market value of any such asset. The Consulting Firm shall send
a copy of such written account to each Participant.
(b) The Company shall furnish the Consulting Firm and the Trustee with
copies of the Plans and any and all amendments thereto. The Company shall
promptly provide the Consulting Firm with any and all information the Consulting
Firm reasonably requests or the Company believes would be useful to the
Consulting Firm in carrying out its duties hereunder, and shall promptly update
such information as and if it changes. The Company shall also use its best
efforts to cause each Participant to provide the Consulting Firm with all
information that it may reasonably request in order to determine the amount of
any payments due to the Participant under the Plans.
(c) All accounts, books and records maintained pursuant to this Section
5 shall be open to inspection and audit at all reasonable times by the Company
and the Participants.
SECTION 6: INVESTMENT AUTHORITY
(a) Except as otherwise specifically provided in this Trust Agreement,
the Trustee shall have full discretion in and sole responsibility for
investment, management and control of the Trust Assets. Except as provided in
Section 6(c) below, all rights associated with Trust Assets shall be exercised
by the Trustee or the person designated by the Trustee, and shall in no event be
exercisable by the Participants. The Trustee shall to the extent prudently
possible and consistent with any applicable Investment Guidelines (as defined in
Section 6(b) below) invest the Trust Assets.
(b) The Company shall have the right (but not the obligation) to direct
the manner in which the Trustee shall invest the Trust Assets by delivering to
the Trustee, from time to time before a Change of Control, written investment
guidelines ("Investment Guidelines"). The Trustee shall follow such Investment
Guidelines until the Company revokes them by written notice to the Trustee or
delivers new Investment Guidelines; provided, that the Trustee shall not follow
Investment Guidelines to the extent they would require the Trustee to invest the
Trust in a manner that would violate applicable law. In no event shall
Investment Guidelines delivered to the Trustee after a Change of Control have
any force or effect.
(c) The Trustee may invest in securities (including stock or rights to
acquire stock) issued by the Company, but only pursuant to Investment Guidelines
complying with Section 6(b) above. The Company shall have the right to exercise
any voting rights with respect to such securities unless it directs the Trustee
to do so.
(d) Prior to a Change of Control, and subject to approval by the
Trustee after a Change of Control, the Company shall have the right at any time,
and from time to time, in its sole discretion, to substitute assets of equal
fair market value for any Trust Assets. This right is exercisable by the Company
in a nonfiduciary capacity without the approval or consent of any person in a
fiduciary capacity.
(e) Except as otherwise specifically provided in this Trust Agreement,
the Trustee is authorized and empowered:
(i) To purchase, hold, sell, invest and reinvest the Trust
Assets, together with income therefrom;
(ii) To hold, manage and control all property at any time
forming part of the Trust Assets;
(iii) To sell, convey, transfer, exchange and otherwise
dispose of the Trust Assets from time to time in such manner, for such
consideration and upon such terms and conditions as it shall determine;
(iv) To make payments from the Trust as provided hereunder;
(v) To cause any property of the Trust to be issued, held or
registered in the individual name of the Trustee, or in the name of its
nominee, or in such form that title will pass by delivery; provided,
that the records of the Trustee shall indicate the true ownership of
such property; and
(vi) To do all other acts necessary or desirable for the
proper administration of the Trust Assets as though the absolute owner
thereof, and to exercise all the further rights, powers, options and
privileges granted, provided for or vested in trustees generally under
applicable federal or North Carolina law, as amended from time to time,
it being intended that, except as herein otherwise provided, the powers
conferred upon the Trustee herein shall not be construed as being in
limitation of any authority conferred by law, but shall be construed as
in addition thereto;
provided, however, that if an insurance policy is held as a Trust
Asset, the Trustee shall have no power to name as beneficiary of that
policy any person other than the Trust, nor to assign the policy (as
distinct from converting it to a different form) to a person other than
a successor Trustee, nor to loan to any person other than the Trust the
proceeds of any borrowing against such policy; and provided, further,
that notwithstanding any powers granted to the Trustee under this Trust
Agreement or applicable law, the Trustee shall not have any power that
could give this Trust the objective of carrying on a business and
dividing the gains therefrom, within the meaning of Section 301.7701-2
of the Procedure and Administrative Regulations promulgated pursuant to
the Code.
SECTION 7: RESPONSIBILITY AND AUTHORITY OF TRUSTEE AND CONSULTING FIRM
(a) The Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. The Trustee shall discharge
its responsibility for the investment, management and control of the Trust
Assets solely pursuant to the terms of this Trust Agreement.
(b) The Consulting Firm shall not be a fiduciary with respect to the
Trust or any Plan.
(c) The Trustee and the Consulting Firm may consult with legal counsel
(who may also be counsel for the Company) with respect to any of its duties or
obligations hereunder, and shall be fully protected in acting or refraining from
acting in accordance with the advice of such counsel, and the Company shall be
responsible for the payment of any such expenses and compensation.
(d) The Trustee may hire agents, accountants, and financial
consultants, and rely on their advice given and the Company shall be responsible
for the payment of their reasonable expenses and compensation.
SECTION 8: COMPENSATION AND EXPENSES OF TRUSTEE AND CONSULTING
FIRM AND TAXES
The Trustee and the Consulting Firm shall each be entitled to receive
such reasonable compensation for their services as shall be agreed upon by the
Company and the Trustee or the Consulting Firm, as the case may be. The Trustee
and Consulting Firm shall also be entitled to receive their reasonable expenses
incurred with respect to the administration of the Trust, including without
limitation fees incurred pursuant to Sections 7(c) and (d) of this Trust
Agreement and any expenses incurred in the course of appointing a successor
Trustee pursuant to Section 9(b) or a successor Consulting Firm pursuant to
Section 10(b). Such compensation and expenses shall be paid by the Company or a
Subsidiary, and if not so paid, shall be paid by the Trustee from the Trust
Assets. To the extent that any taxes are payable by the Trust to any federal,
state, local or foreign taxing authorities on account of earnings on or
transactions involving Trust Assets, such taxes shall be paid by the Company or
a Subsidiary, and if not so paid, shall be paid by the Trustee from the Trust
Assets. In the event any Trust Assets are used pursuant to the preceding
sentences to pay compensation, expenses or taxes, the Trustee shall so notify
the Company and the Company shall promptly contribute, or cause a Subsidiary to
contribute, to the Trust the amount of such payments, plus interest thereon at
120 percent of the short-term applicable federal rate, as defined in Section
1274(d) of the Code, from the date of such use through the date of the
Contribution.
SECTION 9: RESIGNATION AND REPLACEMENT OF TRUSTEE
(a) The Trustee may resign at any time during the term of this Trust by
delivering to the Company a written notice of its resignation. The Company may
remove the Trustee at any time before a Change of Control by delivering to the
Trustee a written notice of such removal. Such resignation or removal shall take
effect upon the earlier of (i) 60 days from the date of delivery of such notice
or (ii) the appointment of a successor Trustee. If, within 60 days of the
delivery of notice of such resignation or removal, a successor Trustee shall not
have been appointed, the Trustee may apply to any court of competent
jurisdiction for the appointment of a successor Trustee.
(b) In the event that the Trustee gives notice of its resignation, or
the Company gives notice of its removal of the Trustee, in accordance with
Section 9(a), a bank or trust company shall be appointed successor Trustee.
Before a Change of Control, such appointment shall be made by the Company, and
after a Change of Control, it shall be made by the Consulting Firm subject to
the minimum standards set forth in Exhibit D hereto. The Company shall promptly
notify the Consulting Firm of the name and address of a successor Trustee
appointed by it, and the Consulting Firm shall promptly notify the Participants
of the name and address of every successor Trustee. The Trustee shall thereupon
deliver to the successor Trustee all property of this Trust, together with such
records and documents as may be reasonably required to enable the successor
Trustee to properly administer the Trust, reserving such funds as it reasonably
deems necessary to cover its unpaid bills and expenses.
(c) Upon appointment of a successor Trustee, all right, title and
interest of the resigning Trustee in the Trust Assets and all rights and
privileges under this Trust Agreement theretofore vested in the resigning
Trustee shall vest in the successor Trustee where applicable, and thereupon all
future liability of the resigning Trustee shall terminate; provided, however,
that the Trustee shall execute, acknowledge and deliver all documents and
written instruments that are necessary to transfer and convey the right, title
and interest in the Trust Assets, and all rights and privileges to the successor
Trustee.
(d) Nothing in this Trust Agreement shall be interpreted as depriving
the Trustee or the Company of the right to have a judicial settlement of the
Trustee's accounts, and upon any proceeding for a judicial settlement of the
Trustee's accounts or for instructions the only necessary parties thereto will
be the Trustee and the Company.
SECTION 10: RESIGNATION AND REPLACEMENT OF CONSULTING FIRM
(a) The Consulting Firm may resign at any time during the term of this
Trust by delivering to the Company a written notice of its resignation. The
Company may remove the Consulting Firm at any time before a Change of Control by
delivering to the Consulting Firm a written notice of such removal. Such
resignation or removal shall take effect upon the earlier of (i) 60 days from
the date of delivery of such notice or (ii) the appointment of a successor
Consulting Firm.
(b) In the event that the Consulting Firm gives notice of its
resignation, or the Company gives notice of its removal of the Consulting Firm,
in accordance with Section 10(a), a firm of compensation or retirement plan
consultants or certified public accountants shall be appointed the successor
Consulting Firm. Before a Change of Control, such appointment shall be made by
the Company, and after a Change of Control, it shall be made by the Trustee
subject to the minimum standards set forth in Exhibit E hereto. The Consulting
Firm shall thereupon deliver to the successor Consulting Firm all records and
documents in its possession as may be reasonably required to enable the
successor Consulting Firm properly to carry out its duties under this Trust
Agreement. The Company and the Trustee shall each promptly notify the other of
the name and address of a successor Consulting Firm appointed by it, and a
successor Consulting Firm shall promptly notify the Participants of its
appointment, name and address.
SECTION 11: AMENDMENT OR TERMINATION
(a) This Trust Agreement may be amended by a written instrument
executed by the Trustee, the Company and the Consulting Firm; provided, that
after a Change of Control, this Trust Agreement may not be amended in any manner
adverse to any Participant unless such Participant gives his or her signed
consent to such amendment, and Exhibit A hereto may not be amended without the
consent of a majority of the Participants; and provided, further, that Exhibit C
hereto may be amended only as provided in Section 3(a) hereof.
(b) Before a Change of Control, the Trust shall be revocable by the
Company. After a Change of Control, the Trust shall be irrevocable and may be
terminated only upon the receipt by the Trustee of a certification from the
Consulting Firm that (i) all liabilities to the Participants under the Plans
have been satisfied or (ii) it has received the signed consent to the
termination of the Trust of each Participant who remains entitled to payments
pursuant to the Plans; provided, that if the Company or the Consulting Firm
notifies the Trustee that any payment made from the Trust or to be made pursuant
to the Plans is being contested, litigated or otherwise disputed, the Trust
shall remain in effect until such contest, litigation or dispute is resolved.
Upon such a termination of the Trust, the Trustee shall promptly transfer the
Trust Assets (if any) to the Company.
(c) Notwithstanding anything to the contrary in this Agreement,
if the Company determines, in good faith based upon an opinion of counsel, which
opinion is reasonably acceptable to the Trustee, that because of a change in law
or in the interpretation thereof occurring after the date of this Agreement, one
or more Participants is likely to be subject to immediate income taxation with
respect to his or her benefit under any of the Plans, then (i) if such
determination is made before a Change of Control, the Company may direct to
Trustee to distribute, and the Trustee shall distribute, to the Company and/or
one or more Subsidiaries, the minimum amount of Trust Assets that the Company
determines, in good faith based upon such opinion of counsel, will result in
such taxation not being likely, and (ii) if such determination is made after a
Change of Control the Company shall, or if such determination is made before a
Change of Control the Company may, direct the Trustee to pay (and the Trustee
shall pay) to each such Participant, in full or partial satisfaction of the
obligations of the Company and Subsidiaries to such Participant under the
relevant Plan (the extent of such satisfaction to be determined by the Company,
if such payment occurs before a Change of Control, and by the Consulting Firm,
if such payment occurs after a Change of Control), an amount equal to the amount
with respect to which the Company has so determined such Participant will be
subject to tax.
SECTION 12: PROTECTION OF THE TRUSTEE AND THE CONSULTING FIRM
(a) The Company, and its successors agree, to the extent permitted by
applicable law, and except as provided in the next sentence, to indemnify each
of the Trustee and the Consulting Firm against and hold it harmless from any
claim or liability that may be asserted against it by the Company or any other
party, by reason of its: (i) taking or refraining from taking any action under
this Trust Agreement including, without limitation, the appointment of a
successor Trustee by the Consulting Firm or the appointment of a successor
Consulting Firm by the Trustee; (ii) relying upon a certification of an
authorized representative of the Company, or (in the case of the Trustee) the
Consulting Firm, with respect to any instruction, direction or approval of the
Company until a subsequent certification is filed with it; (iii) acting upon any
instrument, certificate, or paper believed by it to be genuine and to be signed
or presented by the proper person or persons (and neither the Trustee nor the
Consulting Firm shall be under any duty to make any investigation or inquiry as
to any statement contained in any such writing but may accept the same as
conclusive evidence of the truth and accuracy of the statements therein
contained); and (iv) in the case of the Trustee, making distributions in
accordance with the terms of this Trust Agreement and information or directions
furnished to the Trustee by the Participants, the Consulting Firm or the
Company. The foregoing indemnity shall not apply to claims or liabilities
resulting from or arising out of the Trustee's or the Consulting Firm's (as the
case may be) own negligence or willful misconduct. All persons dealing with the
Trustee are released from inquiry into the decision or authority of the Trustee
and from seeing to the application of any monies, securities or other property
paid or delivered to the Trustee.
(b) In the event the Trustee or the Consulting Firm undertakes or is a
defendant in any litigation arising in connection with this Trust Agreement, the
Company shall indemnify it against its actual and prospective costs, expenses
and liability, including counsel fees.
(c) The protection afforded the Trustee and the Consulting Firm by this
Section and this Trust Agreement shall survive the termination of this Trust
Agreement.
SECTION 13: NOTICES
(a) All notices, consents and other communications hereunder shall be
in writing and shall be given by hand delivery or by registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:
If to the Company:
State Street Boston Corporation
225 Franklin Street
Boston, MA 02110
Attention: General Counsel
If to the Trustee:
Wachovia Bank of North Carolina, N.A.
301 North Church Street
Mail Code 31013
Winston-Salem, NC 27102
Attention: Beverley H. Wood
If to the Consulting Firm:
William M. Mercer, Inc.
200 Clarendon Street
Boston, MA 02116
Attention: Office Head
If to the Participants:
To the addresses set forth in Exhibit C
or to such other address as a party shall have furnished to the others in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.
SECTION 14: SEVERABILITY AND ALIENATION
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition without invalidating or in any
other way limiting the remaining provisions hereof.
(b) The rights and benefits of the Participants under this Trust
Agreement, and the payments to the Participants from the Trust Assets, may not
be anticipated, assigned, alienated or subject to attachment, garnishment, levy,
execution or other legal or equitable process except as required by law. Any
attempt by a Participant to anticipate, alienate, assign, sell, transfer,
pledge, encumber or charge the same shall be void. The Trust Assets shall not in
any manner be subject to the debts, contracts, liabilities, engagements or torts
of any Participant, and payments hereunder shall not be considered assets of any
Participant in the event of insolvency or bankruptcy.
SECTION 15: GOVERNING LAW
This Trust Agreement shall be governed by and construed in accordance
with the laws of North Carolina, without reference to principles of conflicts of
law.
SECTION 16: MISCELLANEOUS
(a) The Trustee shall be neither individually nor severally liable for
any taxes of any kind levied or assessed under the existing or future laws
against the Trust Assets. The Trustee shall withhold from each payment to a
Participant any Federal, state, local and foreign taxes that are required by
applicable laws and regulations to be withheld, in accordance with the
Consulting Firm's instructions, and shall deliver and pay over such amounts to
the Company for its payment to the appropriate taxing authorities.
(b) Any payment to a Participant by the Trustee in accordance with
Section 3 of this Trust Agreement shall, to the extent thereof, be in full
satisfaction of all claims against the Trustee, the Company and the Subsidiaries
under the Plans. Nothing in this Trust shall relieve the Company or any
Subsidiary of any liability to make payments under the Plans, except to the
extent such liability is met by payments pursuant to Section 3 of this Trust
Agreement.
(c) Headings in this Trust Agreement are inserted for convenience of
reference only and are not to be considered in the construction of the
provisions hereof.
(d) This Trust Agreement may be executed in several counterparts, each
of which shall be deemed an original, and said counterparts shall constitute but
one and the same instrument.
(e) This Trust Agreement shall inure to the benefit of, and be binding
upon, the parties hereto and their successors and assigns.
(f) Any action of the Company or the Consulting Firm pursuant to this
Trust Agreement, including without limitation all orders, requests, directions,
instructions and communications of information, shall be in writing signed on
its behalf by an officer or named designee of the Company or the Consulting Firm
(as the case may be).
(g) If at any time while this Trust is in existence, a Participant
should die or a legal guardian should be appointed for a Participant, references
herein to the Participant shall be deemed to include the executor or
administrator of the Participant's estate or such legal guardian, as the case
may be.
IN WITNESS WHEREOF, the Company, the Trustee and the Consulting Firm
have executed this Trust Agreement as of the date first above written.
STATE STREET BOSTON CORPORATION
By: /s/ Susan Comeau
-------------------------------
Name: Susan Comeau
Title: Executive Vice President of
Global Human Resources
WACHOVIA BANK OF NORTH CAROLINA, N.A.
By: /s/ Beverley H. Wood
-------------------------------
Name: Beverley H. Wood
Title: Senior Vice President
WILLIAM M. MERCER, INC.
By: /s/ James J. McCaffrey
-------------------------------
Name: James J. McCaffrey
Title: Principal
EXHIBIT A
NONQUALIFIED EMPLOYEE BENEFIT PLANS
1. State Street Boston Corporation Supplemental Executive Retirement Plan
effective October 1, 1987 and last amended October 19, 1995.
2. State Street Boston Corporation Supplemental Defined Benefit Pension
Plan effective January 1, 1995.
3. Individual Retirement Agreement for Edward Allinson dated September 14,
1990.
4. Individual Retirement Agreement for Marshall Carter dated July 23,
1991.
5. Individual Retirement Agreement for Jacques-Phillippe Marson dated
July 1, 1992.
6. Individual Retirement Agreement for Ronald O'Kelley dated December 1,
1995.
7. Individual Retirement Agreement for Albert Petersen dated August 1,
1991.
8. Individual Retirement Agreement for John Towers dated September 7,
1994.
9. Individual Retirement Agreement for Preston Breed, dated December 1968,
as amended in 1973 and 1990.
10. Individual Retirement Agreement for William Edgerly dated June 16,
1983.
11. Individual Retirement Agreement for Evelyn Gale dated January, 1974.
12. Individual Retirement Agreement for Peter Madden dated March 21, 1991.
13. Severance Agreement for Claver Terranova dated October, 1990.
14. Individual Retirement Agreement for Norton Sloan dated March 1, 1987.
EXHIBIT B
COMPANY CONTRIBUTIONS
One million dollars ($1,000,000) shall be contributed no later than by December
31, 1996.
Additional contributions shall be made after such date in amounts determined in
accordance with the provisions of this Trust.
EXHIBIT C
PAYMENT SCHEDULE
A. FORMER EMPLOYEES IN PAY STATUS AS OF THE DATE OF THIS EXHIBIT C
Amount of Form of Beneficiary
Name Address Payment Payment Periodicity (if any)
- -----------------------------------------------------------------------------------------------------------------------------------
Ronald A. Golz 27 Curve St. $233.99 100% Joint & monthly Geraldine A. Golz
Sherborn, MA 01770 Survivor Annuity
Betty Gulick 140 Till Rock Ln. $136.08 Life Annuity monthly none
Norwell, MA 02061
Bradford Tripp 9 Ringbolt Rd. $1,468.35 Life Annuity with 120 monthly Jane L. Tripp
Hingham, MA 02043 Payments Guaranteed
N. Preston Breed 25 Somerset St. $272.21 100% Joint & monthly Elaine C. Breed
Belmont, MA 02178 Survivor Annuity
William S. Edgerly 32 Highland St. $4,311.52 Life Annuity monthly none
Cambridge, MA 02138
Evelyn Gale 61 Agnes Rd. $30.33 Life Annuity monthly none
South Dennis, MA 02660
Claver Terranova 1 Royal Crest Dr., Apt. #9 $764.27 50% Joint & monthly Anthony Terranova
North Andover, MA 01845 Survivor Annuity
Norton Sloan P.O. Box 570 $5,649.73 50% Joint & monthly Sandra S. Sloan
Ipswich, MA 01938 Survivor Annuity
B. FORMER EMPLOYEES NOT IN PAY STATUS AS OF THE DATE OF THIS EXHIBIT C
Benefit
Accrued Form of Beneficiary Commencement
Name Address Benefit Payment Periodicity (if any) Date
- -----------------------------------------------------------------------------------------------------------------------------------
Peter Madden State Street Boston Corp. $8,880.83 Life Annuity monthly none 4/1/97
P.O. Box 351
Boston, MA 02101
C. ACTIVE EMPLOYEES AS OF THE DATE OF THIS EXHIBIT C
Accrued
Benefit Benefit
Accrued Form of Commencement Upon Change
Name Address Benefit Payment Periodicity Date in Control
- ------------------------------------------------------------------------------------------------------------------------------
Jerome Abarbanel State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
F. Gregory Ahern State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
A. Edward Allinson State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Robert Almanas State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Schofield Andrews III State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Joseph Antonellis State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Steven Arst State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Lawrence Atkinson State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Kenneth Austin, Jr. State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Robert Balsbaugh State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Jacqueline Bell State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
George Bird, IV State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Susan Bonfeld State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Louise Borke State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Anne Bowen State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Mark Bowler State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Paul Brakke State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Peter Braun State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Drew Breakspear State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Laurence Brody State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
John Brown State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Laurette Bryan State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Carol Cacciamani State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Dale Carleton State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Marshall Carter State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Charles Cassidy State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Thomas Cataldo State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Joseph Chow State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Susanne Clark State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Susan Comeau State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Elizabeth Coxe State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Kathleen Cuoculo State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Charles Dahm State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
James Darr State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Jeffrey Davis State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Brenton Dickson IV State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
R. Hillard Ebling State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
David Elwood State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Sanford England State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Gary Enos State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Howard Fairweather State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Mary Fenoglio State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
John Fiore State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Gustaff Fish, Jr. State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
George Fesus State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Agustin Fleites State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Robert Furdak State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
David Gaffney State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
John Grady State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Alan Greene State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Vincent Grippa State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Timothy Hagerty State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Timothy Harbert State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
F. Charles Hindmarsh State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Douglas Holmes State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Andrew Howieson State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
William Hunt State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Chris Hynes State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Thomas Johnson State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Robert Kelliher, Jr. State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Clark Kellogg State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Gary King State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Stephen Kistner State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Peter Leahy State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Ronald Logue State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Nicholas Lopardo State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Trevor Lukes State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Philip Lussier State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Lynden Lyman State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
James MacDonald State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Jacques-Philip Marson State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Larry Martin State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Michael McNabb State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Theodore Miller, Jr. State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Katherine Morello State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Sharon Morin State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
James Murphy III State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
John O'Donnell State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Albert Petersen State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
James Phalen State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Christopher Pope State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Richard Poznysz State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
James Quale State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
William Reghitto State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Arlene Rockefeller State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
John Robinson, Jr. State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Thomas Rogerson State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Martin Rogosa State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
John Rusher III State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
George Russell State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Jeffrey Ruzicka State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Anthony Ryan State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Ralph Sautter State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Daniel Schneider State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Rex Schuette State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
John Serhant State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
David Sexton State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Stanley Wade Shelton State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
William Shipman State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Graham Sida State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Marc Simons State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Alexander Sopyla State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
David Spina State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Peter Stoneberg State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Kenneth Stuart State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Robert Tartar State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Jeffrey Taylor State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
James Thompson, Jr. State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
John Towers State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Heydon Traub State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Ralph Vitale State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Barry Weinstein State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Michael Williams State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
Robert Williams State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
David Wright State Street Boston Corp. TBD Life monthly 65th TBD
P.O. Box 351 Annuity birthday
Boston, MA 02101
EXHIBIT D
MINIMUM STANDARDS FOR SUCCESSOR TRUSTEE
1. The successor trustee must not be affiliated with the Company or any
Company, entity or group which acquires the Company pursuant to a
Change in Control.
2. The successor trustee must provide trust services to ten or more
nonqualified trusts where the trust arrangement (commonly referred to
as a Rabbi Trust) does not affect the status of any underlying
nonqualified plan as an unfunded plan maintained for the purpose of
providing deferred compensation for select management and highly
compensated employees for purposes of Title I of ERISA.
3. The successor trustee has at least $25 billion in assets under trustee
custodianship.
4. The successor trustee has at least $5 billion in assets under
discretionary investment management.
5. The successor trustee has more than one investment product and several
classes of assets under management.
6. The successor trustee's investment products have competitive
performance (net of fees), in the sole and absolute judgment of the
Consulting Firm, relative to market and peer group indices.
7. The successor trustee must have been in the business of providing trust
services to both nonqualified and qualified plans for a period of 10
years immediately prior to its selection.
Notwithstanding the seven minimum standards set forth in this Schedule B, the
Consulting Firm may waive any one or more of these minimum standards if the
Consulting Firm, in its sole and absolute discretion, determines that any such
standard or standards can not reasonably be satisfied.
EXHIBIT E
MINIMUM STANDARDS FOR SUCCESSOR CONSULTING FIRM
1. The successor consulting firm shall have an office located in Boston,
Massachusetts or within 60 miles of Boston, Massachusetts.
2. The successor consulting firm must have at least ten offices in major
metropolitan areas in the United States of America. The employees in
each of such offices shall include actuaries who are Fellows of the
Society of Actuaries and are Enrolled Actuaries under ERISA.
3. The successor consulting firm must have been in the business of
providing defined contribution and defined benefit plan recordkeeping
services to both nonqualified and qualified plans for a period of five
years immediately prior to the Change in Control.
4. The successor consulting firm must not have a significant relationship,
in the sole and absolute judgment of the Trustee, with the Company.
Notwithstanding the four minimum standards set forth in this Schedule C, the
Trustee may waive any one or more of these minimum standards if the Trustee, in
its sole and absolute discretion, determines that any such standard or standards
can not reasonably be satisfied.