TRUST AGREEMENT
AGREEMENT made this 31st day of December, 1996, by and
between Dynamics Corporation of America ("Company") and Bank of
Boston Connecticut ("Trustee");
WHEREAS, the Company has adopted three identical
nonqualified deferred compensation plans with its President,
Andrew Lozyniak and its Vice Presidents, Patrick J. Dorme and
Henry V. Kensing, which are incorporated in subparagraph SECOND
G. of the employment contracts with each of such officers dated
February 1, 1996 ("Plans"); a copy of said subparagraph SECOND G
is attached hereto as Appendix 1;
WHEREAS, the Company has incurred and expects to incur
liability under the terms of the Plans with respect to the
officers participating therein and referred to above
("Participants");
WHEREAS, the Company wishes to establish a trust
(hereinafter called "Trust") and to contribute to the Trust
assets that shall be held therein, subject to the claims of the
Company's creditors in the event of the Company's Insolvency, as
herein defined, until paid to the Participants and their
beneficiaries in such manner and at such times as specified in
the Plans;
WHEREAS, it is the intention of the parties that this 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 a select group of
management or highly compensated employees for purposes of Title
I of the Employee Retirement Income Security Act of 1974;
WHEREAS, it is the intention of the Company to make
contributions to the Trust to provide the Company with a source
of funds to assist it in meeting its liabilities under the Plans;
NOW, THEREFORE, the parties 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 deposits with the Trustee in trust
$1,000.00 in cash, which shall become the principal of the Trust
to be held, administered and disposed of by the Trustee as
provided in this Trust Agreement.
(b) The Trust hereby established shall be irrevocable.
(c) The Trust is intended to be a grantor trust, of which
the Company is the grantor, within the meaning of subpart E, part
I, subchapter J, chapter 1, subtitle A of the Internal Revenue
Code of 1986, as amended, and shall be construed accordingly.
(d) The principal of the Trust and any earnings thereon
shall be held separate and apart from other funds of the Company
and shall be used exclusively for the uses and purposes of
Participants and their beneficiaries and general creditors as
herein set forth. Participants and their beneficiaries shall
have no preferred claim on, or any beneficial ownership interest
in, any assets of the Trust. Any rights created under the Plans
and this Trust Agreement shall be mere unsecured contractual
rights of Participants and their beneficiaries against the
Company. Any assets held by the Trust will be subject to the
claims of the Company's general creditors under federal and state
law in the event the Company becomes Insolvent, as defined in
Section 3(a) herein.
(e) The Company, in its sole discretion, may at any time, or
from time to time, make additional deposits of cash or shares of
common stock of the Company or other property in trust with the
Trustee to augment the principal to be held, administered and
disposed of by the Trustee as provided in this Trust Agreement.
Neither the Trustee nor any Participant or beneficiary shall have
any right to compel such additional deposits.
(f) Upon a Change of Control, as defined herein, the Company
shall, as soon as possible, but in no event later than ten (10)
days following the Change of Control, as defined herein, make an
irrevocable contribution to the Trust in an amount that is
sufficient to pay each Participant or beneficiary the benefits to
which Participants or their beneficiaries would be entitled
pursuant to the terms of the Plans as of the date on which the
Change of Control occurred.
(g) On or before December 31, 2000, the Company shall be
required to irrevocably deposit additional cash or other property
to the Trust in an amount sufficient to pay each Participant or
beneficiary the benefits payable pursuant to the terms of the
Plans as of January 31, 2001.
SECTION 2. PAYMENTS TO PARTICIPANTS AND THEIR BENEFICIARIES.
(a) In and for each calendar quarter while this Trust
Agreement is in effect (and not later than the tenth day of the
first month in each such calendar quarter), the Company hereby
authorizes its actuaries Foster Higgins ("Foster Higgins") to
deliver to the Trustee and to the Company a schedule (the
"Payment Schedule") that indicates the amounts payable in respect
of each Participant (and his beneficiaries) as of the last day of
the most recent calendar quarter, the form in which such amount
is to be paid (as provided for or available under the Plans), and
the earliest time for payment of such amounts to the Participant
under the Plans, and to deliver a copy of the Payment Schedule to
each Participant (which copy may delete information relating to
other Participants) at the same time Foster Higgins delivers such
Payment Schedule to the Trustee and the Company. Foster Higgins
shall also advise the Trustee in writing of amounts to be
withheld in respect of any federal, state and local taxes from
payments of benefits made by Trustee to Participants and their
beneficiaries hereunder with each delivery of a Payment Schedule
as above provided. Upon receipt of an affidavit executed by a
Participant in the form attached hereto as Exhibit A and
presented at the Trustee's office located at One Landmark
Square, Stamford, Connecticut, and except as otherwise provided
herein, the Trustee shall make payment of benefits to the
Participant and his beneficiaries in accordance with the then
most recent Payment Schedule received by the Trustee from Foster
Higgins out of the assets of the Trust to the extent there are
sufficient assets in the Trust to make such payment. The Trustee
shall make such payment in cash and as soon as is practicable
after presentation of the affidavit by the Participant. Any
shares of the common stock of the Company then held in the Trust
may be offered for sale to the Company or to any other
prospective purchasers as the Trustee in its discretion shall see
fit. The Trustee shall also make provision for the reporting and
withholding of any federal, state and local taxes to be withheld
with respect to the payment of benefits pursuant to the terms of
the Plans as specified in such written advice from Foster
Higgins, and shall pay amounts withheld to the appropriate taxing
authorities. In the event the Trustee shall not have received
such a written advice regarding the withholding of taxes, the
Trustee may assume that no federal, state or local taxes are
required to be withheld by the Trustee with respect to the
payment of the benefits to the Participant submitting the
affidavit as above provided.
(b) The Company may make payment of benefits directly to
Participants or their beneficiaries as they become due under the
terms of the Plans and, in such event, the Company shall notify
the Trustee that it has made such a payment of benefits directly
prior to the time amounts are payable to Participants or their
beneficiaries by the Trustee as provided in (a) above. In
addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits in
accordance with the terms of the Plans, the Company shall make
the balance of each such payment when due; the Trustee shall
notify the Company and the Participants when the principal and
earnings are not sufficient as aforesaid.
SECTION 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS WHEN
COMPANY IS INSOLVENT.
(a) The Trustee shall cease payment of benefits to
Participants and their beneficiaries if the Company is Insolvent.
The Company shall be considered "Insolvent" for purposes of this
Trust Agreement if (i) the Company is unable to pay its debts as
they become due, or (ii) the Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as
provided in Section 1(d) hereof, the principal and income of the
Trust shall be subject to claims of general creditors of the
Company under federal and state law as set forth below.
(1) The Board of Directors and the Chief Executive Officer
of the Company shall have the duty to inform the Trustee in
writing if and when the Company has become Insolvent. If a
person claiming to be a creditor of the Company alleges in
writing to the Trustee that the Company has become Insolvent, the
Trustee shall determine whether the Company is Insolvent and,
pending such determination, the Trustee shall discontinue payment
of benefits to Participants or their beneficiaries.
(2) Unless the Trustee has actual knowledge that the Company
is Insolvent, or has received notice from the Company or a person
claiming to be a creditor alleging that the Company is Insolvent,
the Trustee shall have no duty to inquire whether the Company is
Insolvent. The Trustee may in all events rely on such evidence
concerning the Company's solvency as may be furnished to the
Trustee and that provides the Trustee with a reasonable basis for
making a determination concerning the Company's solvency.
(3) If at any time the Trustee has determined that the
Company is Insolvent, the Trustee shall discontinue payments to
Participants or their beneficiaries and shall hold the assets of
the Trust for the benefit of the Company's general creditors.
Nothing in this Trust Agreement shall in any way diminish any
rights of Participants or their beneficiaries to pursue their
rights as general creditors of the Company with respect to
benefits due under the Plans or otherwise.
(4) The Trustee shall resume the payment of benefits to
Participants or their beneficiaries in accordance with Section 2
of this Trust Agreement only after the Trustee has determined
that the Company is not Insolvent (or is no longer Insolvent).
(c) Provided that there are sufficient assets, if the
Trustee discontinues the payment of benefits from the Trust
pursuant to Section 3(b) hereof and subsequently resumes such
payments, the first payment following such discontinuance shall
include the aggregate amount of all payments due to Participants
or their beneficiaries under the terms of the Plans for the
period of such discontinuance, less the aggregate amount of any
payments made to Participants or their beneficiaries by the
Company in lieu of the payments provided for hereunder during any
such period of discontinuance.
SECTION 4. PAYMENTS TO COMPANY.
Except as provided in Section 3 hereof, the Company shall
have no right or power to direct the Trustee to return to the
Company or to divert to others any of the Trust assets before all
payment of benefits have been made to Participants and their
beneficiaries pursuant to the terms of the Plans.
SECTION 5. INVESTMENT AUTHORITY.
(a) The Trustee may invest in securities (including stock or
rights to acquire stock) or obligations issued by the Company.
Subject to the restrictions hereinafter provided, the Trustee
shall have and may exercise all of the usual and customary
investment powers conferred upon trustees under the laws of the
United States and the State of Connecticut with respect to the
assets of the Trust that are not then subject to the investment
authority of the Company or an investment manager appointed
pursuant to Section 5(b) hereof. All investment authority herein
delegated to the Trustee with respect to the assets of the Trust
shall be exercised by the Trustee in accordance with written
investment guidelines from time to time adopted or amended by the
Company and delivered to the Trustee, and shall in no event be
exercisable by or rest with the Participants, except that voting
rights with respect to Trust assets will be exercised by the
Company.
(b) The Company may, at any time, designate one or more
persons or entities (including the Company) to serve as an
investment manager with the power and authority to direct the
investment of such portion of the assets of the Trust as the
Company shall designate. In the event the Company so designates
itself or an investment manager, the investment powers of the
Trustee described in Section 5(a) with respect to the assets of
the Trust assigned to the Company or an investment manager shall
be exercisable by the Trustee only at the direction of the
Company or such investment manager, as the case may be.
Notwithstanding such designation, the Trustee shall retain the
custody of all of the assets of the Trust. Upon such designation
of the Company or an investment manager as provided herein, the
Trustee shall not thereafter be liable or responsible for the
investment and reinvestment of the portion of the assets of the
Trust subject to the investment authority of the Company or such
investment manager, as the case may be, and the Trustee may rely
upon and shall be fully protected with respect to any action
taken or omitted with respect to such assets in reliance on any
information, statement or certificate delivered to the Trustee by
the Company or such investment manager with respect to any matter
regarding such assets.
(c) 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 asset held by the Trust. This
right is exercisable by the Company in a nonfiduciary capacity
without the approval or consent of any person in a fiduciary
capacity.
SECTION 6. DISPOSITION OF INCOME.
During the term of this Trust, all income received by the
Trust, net of expenses and taxes, shall be accumulated and
reinvested.
SECTION 7. ACCOUNTING BY TRUSTEE.
The Trustee shall keep accurate and detailed records of all
investments, receipts, disbursements, and all other transactions
required to be made, including such specific records as shall be
agreed upon in writing between the Company and the Trustee.
Within forty-five (45) days following the close of each calendar
year and within fifteen (15) days after the removal or
resignation of the Trustee, the Trustee shall deliver to the
Company a written account 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), and 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.
SECTION 8. RESPONSIBILITY OF TRUSTEE.
(a) The Trustee shall act with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent
person acting in like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and
with like aims, provided, however, that the Trustee shall incur
no liability to any person for any action taken pursuant to a
direction, request or approval given by the Company which is
contemplated by, and in conformity with, the terms of the Plans
or this Trust Agreement and is given in writing by the Company.
In the event of a dispute between the Company and the Trustee or
any Participant or beneficiary, the Trustee may apply to a court
of competent jurisdiction to resolve the dispute.
(b) The Company shall indemnify and hold harmless the
Trustee for any liability or expenses, including without
limitation advances for or prompt reimbursement of reasonable
fees and expenses of counsel and other agents retained by it,
incurred by the Trustee with respect to holding, managing,
investing or otherwise administering the Trust, other than
liability or expenses arising out of, related to or caused by
negligence or willful misconduct on the part of the Trustee, its
officers, employees or agents or their violation of the terms of
this Trust Agreement. If the Company does not pay such costs,
expenses and liabilities in a reasonably timely manner, the
Trustee may obtain payment from the Trust.
(c) The Trustee may consult with legal counsel (who may also
be counsel for the Company generally) with respect to any of its
duties or obligations hereunder.
(d) The Trustee may hire agents, accountants, actuaries,
investment advisors, financial consultants or other professionals
to assist it in performing any of its duties or obligations
hereunder.
(e) The Trustee shall have, without exclusion, all powers
conferred on trustees by applicable law, unless expressly
provided otherwise herein, provided, however, that if an
insurance policy is held as an asset of the Trust, the Trustee
shall have no power to name a beneficiary of the policy other
than the Trust, to assign the policy (as distinct from conversion
of the policy to a different form) other than to a successor
Trustee, or to loan to any person the proceeds of any borrowing
against such policy.
(f) Notwithstanding any powers granted to the Trustee
pursuant to this Trust Agreement or to applicable law, the
Trustee shall not have, and neither the Company nor any
investment manager shall 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 Internal Revenue Code.
SECTION 9. COMPENSATION AND EXPENSES OF TRUSTEE.
The Company shall pay all administrative and Trustee's fees
and expenses, as agreed between the parties. If not so paid, the
fees and expenses shall be paid from the Trust.
SECTION 10. RESIGNATION AND REMOVAL OF TRUSTEE.
(a) The Trustee may resign at any time by written notice to
the Company, which shall be effective thirty (30) days after
receipt of such notice unless the Company and Trustee agree
otherwise.
(b) The Trustee may be removed by the Company on thirty
(30) days notice or upon shorter notice accepted by the Trustee.
(c) Upon a Change of Control, as defined herein, the Trustee
may not be removed by the Company for a period of three (3)
years.
(d) Upon resignation or removal of the Trustee and
appointment of a successor Trustee, all assets shall subsequently
be transferred to the successor Trustee. The transfer shall be
completed within thirty (30) days after receipt of notice of
resignation, removal or transfer, unless the Company extends the
time limit.
(e) If the Trustee resigns or is removed, a successor shall
be appointed by the Trustee, in accordance with Section 11
hereof, by the effective date of resignation or removal under
paragraphs (a) or (b) of this section. If no such appointment
has been made, the Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for instructions.
All expenses of the Trustee in connection with the proceeding
shall be allowed as administrative expenses of the Trust.
SECTION 11. APPOINTMENT OF SUCCESSOR.
(a) If the Trustee resigns or is removed pursuant to the
provisions of Section 10(e) hereof and selects a successor
Trustee, the Trustee may appoint any third party such as a bank
trust department or other party that may be granted corporate
trustee powers under state law. The appointment of a successor
Trustee shall be effective when accepted in writing by the new
Trustee. The new Trustee shall have all the rights and powers of
the former Trustee, including ownership rights in Trust assets.
The former Trustee shall execute any instrument necessary or
reasonably requested by the successor Trustee to evidence the
transfer.
(b) The successor Trustee need not examine the records and
acts of any prior Trustee and may retain or dispose of existing
Trust assets, subject to Sections 5, 7 and 8 hereof. The
successor Trustee shall not be responsible for and the Company
shall indemnify and defend the successor Trustee from any claim
or liability resulting from any action or inaction of any prior
Trustee or from any other past event, or any condition existing
at the time it becomes successor Trustee.
(c) Any corporation into which the Trustee may be merged or
with which it may be consolidated, or any corporation resulting
from any merger, reorganization or consolidation to which the
Trustee may be a party, or any corporation to which all or
substantially all the trust business of the Trustee may be
transferred, shall be the successor of the Trustee hereunder
without the execution or filing of any instrument or the
performance of any act.
SECTION 12. AMENDMENT OR TERMINATION.
(a) This Trust Agreement may be amended by a written
instrument executed by the Trustee and the Company.
Notwithstanding the foregoing, no such amendment shall conflict
with the terms of the Plans or shall make the Trust revocable.
(b) The Trust shall not terminate until the date on which
Participants and their beneficiaries are no longer entitled to
benefits pursuant to the terms of the Plans. Upon termination of
the Trust, any assets remaining in the Trust shall be distributed
pro rata in equal shares to the Participants, or their surviving
spouses and heirs.
(c) Upon written approval of Participants or beneficiaries
entitled to payment of benefits pursuant to the terms of the
Plans, the Company may terminate this Trust prior to the time all
benefit payments under the Plans have been made. All assets in
the Trust at the time of such termination shall be returned to
the Company.
(d) This Trust Agreement may not be amended by the Company
for a period of three (3) years following a Change of Control, as
defined herein.
SECTION 13. MISCELLANEOUS.
(a) Any provision of this Trust Agreement prohibited by law
shall be ineffective to the extent of any such prohibition,
without invalidating the remaining provisions hereof.
(b) Benefits payable to Participants and their beneficiaries
under this Trust Agreement may not be anticipated, assigned
(either at law or in equity), alienated, pledged, encumbered or
subjected to attachment, garnishment, levy, execution or other
legal or equitable process.
(c) This Trust Agreement and the Trust established hereunder
shall be governed by and construed, and all provisions hereof
shall be enforced and administered, in accordance with the laws
of the State of Connecticut.
(d) For purposes of this Trust, Change of Control shall mean
the purchase or other acquisition by any person, entity or group
of persons, within the meaning of Sections 13(d) or 14(d) of the
Securities Exchange Act of 1934 ("Act"), or any comparable
successor provisions, of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Act) of 25 percent or more of
either the outstanding shares of common stock or the combined
voting power of the Company's then outstanding voting securities
entitled to vote generally, or the approval by the stockholders
of the Company of a reorganization, merger, or consolidation, in
each case, with respect to which persons who were stockholders of
the Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 50
percent of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or
consolidated Company's then outstanding securities, or a
liquidation or dissolution of the Company or the sale of all or
substantially all of the Company's assets.
(e) This Trust Agreement shall be binding upon and inure to
the benefit of the Company, the Participants and the Trustee and
their respective permitted successors and assigns and
beneficiaries.
SECTION 14. EFFECTIVE DATE.
The effective date of this Trust Agreement shall be December
31, 1996.
IN WITNESS WHEREOF, the parties have executed this Trust
Agreement as of the date first above written.
Dynamics Corporation of America
By: /s/ Andrew Lozyniak
Andrew Lozyniak
President
Bank of Boston Connecticut
By: /s/ Catherine M. Tanzilli, V.P.
APPENDIX I
Subparagraph SECOND G
G.1. In order to restore certain retirement income benefits
which are not available to the Executive under the Retirement
Plan for Employees of DCA ("Qualified Plan") by reason of Section
401(a)(17), Section 415 and Section 401(a)(4) of the Internal
Revenue Code ("Code"), DCA shall pay to the Executive
supplemental retirement income commencing on his retirement date
(normal, early, disabled or postponed) as defined in and under
the Qualified Plan in an amount equal to the difference between
(a) the monthly amount of the retirement income payable to the
Executive upon his retirement under the Qualified Plan, if such
benefit were calculated under the Qualified Plan without giving
effect to the compensation limit under Section 401(a)(17) of the
Code or to the limitations imposed by the application of Section
415 of the Code, and assuming that the benefit described in
Section 4.01(d) of the Qualified Plan continued to apply on and
after January 1, 1989 notwithstanding the provisions of Section
401(a)(4) of the Code, expressed as a single life annuity, and
(b) the monthly amount of retirement income payable to the
Executive upon his retirement under the Qualified Plan based on
his compensation up to the said compensation limit and based on
the limitations imposed by the application of Section 415 of the
Code, and the limitations imposed by the application of section
401(a)(4) of the Code to section 4.01(d) of the Qualified Plan,
expressed as a single life annuity. Such supplemental retirement
income shall be paid to the Executive in cash by DCA,, to the
extent so not paid by the trustee referred to in subparagraph
G.4. below, as an Actuarial Equivalent single lump sum as soon as
practical following the Executive's retirement. "Actuarial
Equivalent" shall mean the present value of a life annuity,
assuming the retirement age is the Executive's age on his
retirement date, which is the date benefits hereunder are
calculated; the interest rate is the rate appearing in the table
published in the Wall Street Journal entitled "Markets Diary"
under the heading "Bond Buyer municipal", corresponding to 20-
year Aaa bonds, and reflecting the rate for the first day of the
month preceding the month in which the benefits hereunder are
calculated; and mortality is determined under the 1983 Group
Annuity Mortality Table.
2. If the Executive dies while eligible for a retirement
benefit under subparagraph G.l. above and prior to his retirement
and/or the payment of such retirement benefit, the Executive's
surviving spouse shall be entitled to receive a supplemental
preretirement survivor benefit equal to the difference between
(a) the monthly amount of retirement income to which the deceased
Executive's spouse would have been entitled under the Qualified
Plan if the Executive had retired on the day prior to his death
having elected a loot joint and survivor annuity option and if
such benefit were calculated under the Qualified Plan without
giving effect to the compensation limit under Section 401(a)(17)
of the Code or the limitations imposed by the application of
Section 415 of the Code,, and assuming that the benefit described
in Section 4.01(d) of the Qualified Plan continued to apply on
and after January 1, 1989 notwithstanding the provisions of
Section 401(a)(4) of the Code, and (b) the monthly amount -of
retirement income to which the deceased Executive's spouse is
entitled under the qualified Plan based on his compensation up to
the said compensation limit and based on the limitations imposed
by the application of Section 415 of the Code, and the
limitations imposed by the application of Section 401(a)(4) of
the Code to Section 4.01(d) of the Qualified Plan. Such
supplemental pre-retirement survivor benefit shall be paid to
such surviving spouse in cash by DCA, to the extent not so paid
by the trustee referred to in subparagraph G.4. below, as an
"Actuarial Equivalent" single lump sum, as above defined, as soon
as practicable following the Executive's death.
3. In order to restore benefits which are not available to
the Executive under the DCA Employee Savings and Investment Plan
("401-K Plan") by reason Of the compensation limit under Section
401(a)(17) of the Code, DcA shall pay to the Executive on his
retirement date an amount equal to two percent (2%) of his annual
base compensation in excess of $150,000 in calendar year 1996 and
in each calendar year in the Employment Period in which his
annual base compensation exceeds $150,000 (subject to indexation
by the Internal Revenue service), with interest at the annual
rate of eight percent (at) on such excess amount from and after
December 31 of each such year. The aggregate of all such amounts
and the interest thereon shall be paid, to the extent not so paid
by the trustee referred to in subparagraph G.4. below, to the
Executive in cash by DCA in a lump sum as soon as practical
following the Executive's retirement. If the Executive dies
While eligible for a benefit under this subparagraph G.3. and
prior to the payment of such benefit, the Executive's surviving
spouse shall be entitled to receive in cash from DCA, to the
extent not so received from the trustee referred to in
subparagraph G-4. below, as soon as practical following the
Executive's death an amount equal to the amount the Executive
would have received under this subparagraph G-3. if he had
retired under the Qualified Plan on the day prior to his death.
4. Commencing no later than December 31, 1996 and
continuing on or before each December 31 thereafter during the
Employment Period, DCA shall contribute cash on an annual basis
to a trust established as hereinafter provided ("Trust")
sufficient to pay all of the supplemental retirement income,
supplemental pre-retirement survivor benefits, and the other
benefits to the Executive and his surviving spouse provided for
in subparagraphs G.l.,G.2. and G.3. above, but no funds or assets
of DCA shall be segregated or physically set aside with respect
to its obligations under the benefit restoration plan set forth
in this part G. in a manner which would cause said benefit
restoration plan to be "funded" for purposes of the Employee
Retirement Income Security Act of 1974, as amended. Neither the
Executive nor his surviving spouse shall have any interest in any
specific asset of DCA as a result of this part G. and any rights
to receive benefits hereunder shall be only the right of an
unsecured general creditor of DCA. The Trust shall be
established in full compliance with I.R.S. Revenue Procedure,
9264 and the trustee shall be Chemical Bank or another financial
institution satisfactory to Executive. Upon the last of the
Executive, Andrew Lozyniak and Henry V. Kensing to receive
payment from the trustee under this subpart G., any funds
remaining in the Trust shall be distributed pro rata in equal
shares to the Executive, Andrew Lozyniak and Henry V. Kensing or
their surviving spouses or heirs.
EXHIBIT A
AFFIDAVIT
I, __________________________, do hereby certify that I am a
participant in the nonqualified deferred compensation plan
incorporated in subparagraph SECOND G of my employment contract
dated February 1, 1996 with Dynamics Corporation of America (the
"Plan"), and that I terminated my employment with Dynamics
Corporation of America effective as of _________________, _____.
I further certify that I am entitled to receive benefits under
and in accordance with the terms of the Plan on the date of this
affidavit.
IN WITNESS WHEREOF, I have executed this affidavit on this
_____ day of _________________, ________.
______________________________
[Print Name]
STATE OF CONNECTICUT )
: ss.:
COUNTY OF FAIRFIELD )
On this ______ day of ______________,_____, before me
personally came ___________________________, to me known to be
the individual described in and who executed the foregoing
affidavit and acknowledged to me that he executed the same.
_________________________
Notary Public