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EXHIBIT 10.12
XXXXX XXXXXX GROUP INC.
Senior Officer Deferred Compensation Plan
Grantor Trust Agreement
THIS AGREEMENT (this "Trust Agreement"), made as of the 9th
day of August, 1996, by and between XXXXX XXXXXX GROUP INC., a Delaware
corporation (hereinafter referred to as "PWG"), and THE CHASE MANHATTAN BANK
(hereinafter referred to as the "Trustee").
WITNESSETH:
WHEREAS, PWG or one or more of its direct or indirect
subsidiaries is obligated to pay deferred compensation to Xxxxxx Xxxx (the
"Participant") and his beneficiaries (the "Beneficiaries") under the PWG Senior
Officer Deferred Compensation Plan (the "Plan"); and
WHEREAS, PWG wishes to establish a trust (the "Trust") and to
contribute assets to the Trust that shall be held therein, subject to the claims
of the creditors of PWG or its Material Subsidiaries, as herein defined, in the
event of insolvency, as herein defined, until delivered to the Participant or
Beneficiaries in such manner and at such times as specified in the Plan; and
WHEREAS, it is the intention of the parties that this Trust
shall constitute an unfunded arrangement for purposes of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and the Internal Revenue Code
of 1986, as amended (the "Code");
NOW, THEREFORE, the parties do hereby establish the Trust and
agree that the Trust shall be comprised, held and disposed of as follows:
1. ESTABLISHMENT OF TRUST
(a) The Trust shall consist of such property, as is acceptable
to the Trustee, as shall be deposited with the Trustee from time to time by PWG,
which shall be the principal of the Trust, to be held and administered as
provided herein.
(b) Such property may consist of shares of PWG common stock,
par value $1.00 ("Shares"). If any Shares are contributed to the Trust, PWG
shall, by virtue of such contribution, represent that the Shares are validly
issued, nonassessable and transferrable, subject to the requirements of
applicable federal and state securities laws. PWG represents
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the Shares have been registered on Form S-8 filed with the Securities and
Exchange Commission. PWG shall advise the Trustee of any limitations on sale of
the Shares. PWG shall also use its reasonable effects to register or qualify
such Shares covered by Form S-8 under the "blue sky" or securities laws of such
jurisdictions within the United States.
(c) The Trust hereby established shall be irrevocable.
(d) The Trust is intended to be a grantor trust, of which PWG
is the grantor, within the meaning of subpart E, part I, subchapter J, chapter
1, subtitle A of the Code and shall be construed accordingly.
(e) The principal of the Trust, and any earnings thereon,
shall be held separate and apart from other assets of PWG and shall be used
exclusively for the uses and purposes of the Participant, Beneficiaries and the
general creditors of PWG and its Material Subsidiaries as herein set forth. The
Participant and 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 the Participant and Beneficiaries against PWG. Any assets held by the
Trust shall be subject to the claims of the general creditors of PWG and its
Material Subsidiaries under federal and state law in the event of insolvency, as
defined in Section 3(a) herein.
2. PAYMENTS TO THE PARTICIPANT OR BENEFICIARIES
(a) PWG shall deliver to the Trustee written schedules (the
"Payment Schedules") in a form acceptable to the Trustee that indicate the dates
or events on which the assets of the Trust are to be paid out to the Participant
or Beneficiaries; provided that it shall be the responsibility of the
Administrator (as defined in Section 2(b)) to determine if an event set forth on
the schedule has occurred and advise the Trustee of such event. Except as
otherwise provided herein, the Trustee shall make payments to the Participant or
Beneficiaries in accordance with such Payment Schedules.
(b) All payments shall be in cash except that the Trustee may,
at the direction of an administrator (the "Administrator") appointed for
purposes of this Trust by the Compensation Committee of PWG's Board of Directors
(the "Committee"), distribute assets held in the Trust other than Shares to the
Participant or Beneficiaries; provided that, in the event of a distribution in
kind, the Administrator shall advise the Trustee of the value of the assets
distributed and the Trustee may conclusively rely upon such information without
further inquiry.
(c) The Administrator shall advise the Trustee of the amount
of withholding of any federal, state or local taxes that may be required to be
withheld with respect to the payments of benefits pursuant to the terms of the
Plan. The Trustee shall pay amounts withheld to the appropriate taxing
authorities.
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(d) For the purpose of making cash payments or to satisfy
various withholding or other obligations hereunder, if all or part of the
principal of the Trust shall consist of securities or other property, which do
not have a readily ascertainable market value, PWG may purchase from the Trust
(or it may substitute new assets for) such assets at its option for the amount
it then designates as the market value; provided that the Administrator
certifies to the Trustee that such market value has been determined on the same
basis utilized for trust reporting purposes pursuant to Section 7(a). The
Trustee shall be absolutely protected in relying upon the value determined by
PWG and the Administrator.
3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS WHEN
COMPANY IS INSOLVENT
(a) The Trustee shall cease payment of benefits to the
Participant or Beneficiaries if PWG or any Material Subsidiary is insolvent. PWG
or any Material Subsidiary shall be considered "insolvent" for purposes of this
Trust Agreement if (i) PWG or such Material Subsidiary is unable to pay its
debts as they become due, or (ii) PWG or such Material Subsidiary 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 assets of the Trust shall be subject to
claims of general creditors of PWG and its Material Subsidiaries under federal
and state law as set forth below.
(1) The Chief Financial Officer of PWG shall have the duty to
inform the Trustee in writing of the insolvency of PWG or any such
Material Subsidiary. If a person claiming to be a creditor of PWG or a
Material Subsidiary alleges in writing to the Trustee that PWG or such
Material Subsidiary has become insolvent, the Trustee shall, within 2
business days of delivery to the person authorized as the Trustee to
discontinue payments hereunder, request a certification from the Chief
Financial Officer of PWG as to whether or not PWG or such Material
Subsidiary is insolvent, and, pending such certification, the Trustee
shall discontinue payment of benefits to the Participant or
Beneficiaries. The Trustee may conclusively, without further inquiry,
rely upon the certification that it receives.
(2) Unless the Trust Department of the Trustee has actual
direct written knowledge of the insolvency of PWG or any such Material
Subsidiary, or has received notice from PWG or a person claiming to be
a creditor alleging that PWG is insolvent, the trustee shall have no
duty to inquire whether PWG or any such Material Subsidiary is
insolvent. The Trustee may in all events rely on the certification
concerning the solvency of PWG or any such Material Subsidiary as may
be furnished to the Trustee pursuant to Section 3(b)(1) without further
inquiry.
(3) If at any time the Trustee has determined that PWG or any
such Material Subsidiary is insolvent pursuant to Section 3(b)(1) or
(b)(2), the Trustee shall
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discontinue payments to the Participant or Beneficiaries and shall hold
the assets of the Trust for the benefit of the general creditors of PWG
or any such Material Subsidiary. Nothing in this Trust Agreement shall
in any way diminish any rights of the Participant or Beneficiaries to
pursue their rights as general creditors of PWG with respect to
benefits due under the Plan or otherwise.
(4) The Trustee shall resume the payment of benefits to the
participant or Beneficiaries in accordance with Section 2 of this Trust
Agreement only after the Trustee has received a certification that PWG
or any such Material Subsidiary is no longer insolvent. The Trustee
shall be entitled to rely on such certification without future inquiry.
(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 payment, the first payment following such
discontinuance shall include the aggregate amount of all payments due to the
Participant or Beneficiaries under the terms of the Plan for the period of such
discontinuance, less the aggregate amount of any payments made to the
Participant or Beneficiaries by PWG in lieu of the payments provided for
hereunder during any such period of discontinuance. PWG shall certify to the
Trustee the amount of payments made to the Participant or Beneficiaries by PWG
during the discontinuance.
(d) As used herein, "Material Subsidiary" shall mean at any
time any significant subsidiary of PWG as determined in accordance with
Regulation S-X under the Securities Exchange Act of 1934. PWG shall from time to
time provide the Trustee with a list of Material Subsidiaries.
4. PAYMENTS TO COMPANY
Subject to Section 2(a) and Section 5(a), PWG shall have no
right or power to direct the Trustee to return to PWG or to divert to any other
person any of the Trust assets before all payment of benefits have been made to
the Participant or Beneficiaries pursuant to the terms of the Plan. The
Administrator shall certify to the Trustee in writing that all payments of
benefits under the Trust have been made. The trustee may conclusively rely upon
such certification.
5. INVESTMENT AUTHORITY
(a) The Trustee shall, upon written instructions received from
the Administrator or investment manager appointed by PWG, hold, dispose, invest
and reinvest the assets of the Trust (including the Shares), without distinction
between principal and income, in treasury bills, mutual funds, hedge funds,
investment partnerships sponsored by PWG and marketable securities.
Notwithstanding the foregoing, in no event may assets of the Trust be invested
in Shares except to the extent such Shares have been deposited in the Trust
pursuant to Section 1(a). PWG shall have the right at any time, and from time to
time,
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in its sole discretion, to substitute assets of equal market value for any asset
held by the Trust as provided in Section 2(d). The right of PWG to purchase or
substitute assets held in the trust is exercisable by PWG in a nonfiduciary
capacity.
(b) Except as provided for in Section 5(d) with respect to
Shares, all rights associated with assets of the Trust shall be exercised by the
Trustee or the person designated by the Trustee, and shall in no event be
exercisable be or rest with PWG, the Participant or the Beneficiaries.
(c) When disposing of assets held in the Trust, nothing shall
prevent the Trustee, upon the direction of the Administrator, from selling such
assets to the Participant or the Beneficiaries for the amount set forth in the
Trust accounting.
(d) The Trustee shall have the absolute discretion to vote or
abstain from voting the shares with respect to any matters brought before
shareholders. The Trustee shall tender or not tender any Shares as directed by
the Administrator.
(e) The Trustee may hold the assets of the Trust in nominee
name.
(f) When the Trustee delivers property against payment,
delivery of the property and receipt of payment may not be simultaneous. The
risk of non-receipt of payment shall be the Trust's, and the Trustee shall have
no liability therefor, unless such non-receipt of payment is a result of the
Trustee's (or its officers', directors', employees', nominees' or agents') gross
negligence or wilful misconduct. All credits to the Trust of the anticipated
proceeds of sales and redemptions of property and of anticipated income from
property shall be conditional upon receipt by the Trustee of final payment and
may be reversed to the extent final payment is not received. At the discretion
of the Trustee, the Trust may make use of such conditional credits. To the
extent such credits do not become unconditional by receipt of final payment, the
Trust shall reimburse the Trustee upon demand for the amount of such conditional
credits so used. When the Trustee is to receive property, it is authorized to
accept documents in lieu of such property as long as such documents contain the
agreement of the issuer thereof to hold such property subject to the Trustee's
sole order. The Trustee may, in its discretion, advance funds to the Trust to
facilitate the settlement of any trade. In the event of such an advance, the
Trust shall immediately reimburse the Trustee for the amount thereof.
6. DISPOSITION OF INCOME
During the term of this Trust, all income received by the
Trust shall be accumulated and reinvested in accordance with Section 5 above.
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7. ACCOUNTING BY TRUSTEE
(a) (i) The Trustee shall keep accurate and detailed accounts
of all its receipts, investments and disbursements under this Trust Agreement.
Such person or persons as PWG shall designate shall be allowed to inspect the
books of account relating to the trust upon request at any reasonable time
during the business hours of the Trustee. With respect to any securities or
properties which do not have a readily ascertainable market value, PWG shall
provide the Trustee with periodic valuations of such securities or properties.
The valuation method of each valuation report shall be done in a manner
consistent with valuations used by PWG on its inventory of securities. The
Trustee may conclusively rely upon such valuations of PWG for all purposes
hereunder without inquiry.
(ii) Within 60 days after the close of each calendar year
(subject to the valuations supplied by PWG), the Trustee shall transmit to PWG,
and certify the accuracy of, a written statement of the assets and liabilities
of the Trust at the close of that year and a written account of all the
Trustee's transactions relating to the Trust during the period from the last
previous accounting to the close of that year. (For purposes of this paragraph,
the date of the Trustee's resignation or removal as provided in Section 10
hereof shall be deemed to be the close of a calendar year.)
(iii) Unless PWG shall have filed with the Trustee written
exceptions or objections to any such statement and account within 90 days after
receipt thereof, PWG shall be deemed to have approved such statement and
account, and in such case or upon the written approval by PWG of any such
statement and account, the Trustee shall be forever released and discharged with
respect to all matters and things embraced in such statement and account as
though it had been settled by decree of a court of competent jurisdiction in an
action or proceeding to which PWG and all persons having any beneficial interest
in the Trust were parties.
(b) Nothing contained in this Trust Agreement or in the Plan
shall deprive the Trustee of the right to have a judicial settlement of its
accounts. In any proceeding for a judicial settlement of the Trustee's account
or for instructions in connection with the Trust, the only other necessary
parties thereto in addition to the Trustee shall be PWG and the Participant or
Beneficiaries. No person interested in the Trust, other than PWG and the
Participant or Beneficiaries, shall have a right to compel an accounting,
judicial or otherwise, by the Trustee, and each such person shall be bound by
all accounting by the Trustee to PWG, as herein provided, as if the account had
been settled by decree of a court of competent jurisdiction in an action or
proceeding to which such person was a party.
8. RESPONSIBILITY OF PWG AND TRUSTEE
(a) The Trustee shall discharge its duties under this Trust
Agreement in a reasonably prudent manner.
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(b) The Trustee may retain and consult with counsel, who may
be counsel for PWG or for the Trustee in its individual capacity, and shall not
be deemed imprudent by reason of its taking or refraining from taking any action
in accordance with the opinion of counsel. The Trustee shall not be required to
give any bond or any other security for the faithful performance of its duties
under this Trust Agreement, except as required by law.
(c) The Trustee shall be under no duties whatsoever, except
such duties as are specifically set forth as such in this Trust Agreement or as
otherwise agreed to in writing by the Trustee. The Trustee shall not be
compelled to take any action toward the execution or performance of the Trust
created hereunder or to prosecute or defend any suit or claim in respect
thereof, unless indemnified to its satisfaction against loss, liability, and
reasonable costs and expenses. The Trustee shall be under no liability or
obligation to anyone with respect to any failure on the part of PWG to perform
any of its obligations under this Trust Agreement.
(d) PWG shall act in accordance with the Plan as provided
herein, and the Trustee shall not be responsible in any respect for acting in
accordance with the Plan nor shall the Trustee be responsible for the adequacy
of the Trust to meet and discharge all payments and liabilities under the Plan.
The Trustee shall be fully protected in relying upon any written notice,
certificate, instruction, direction or other communication of any investment
manager appointed by PWG, the Administrator or other authorized officers of PWG
that is not contrary to the express provisions of this Trust Agreement. PWG
shall furnish the Trustee with the name and specimen signature of the
Administrator or other authorized officers of PWG authorized to act or give
directions hereunder and shall promptly notify the Trustee of the termination of
the Administrator and the appointment of a successor thereto. Until notified to
the contrary, the Trustee shall be fully protected in relying upon the most
recent name and specimen signature of the Administrator furnished to it by PWG.
(e) Unless other evidence with respect thereto has been
specifically prescribed in this Trust Agreement, any action of PWG under any
provision of this Trust Agreement, including any approval of or exceptions to
the Trustee's accounts, shall be evidenced by a certificate signed by the
Administrator, and the Trustee shall be fully protected in relying upon such
certificate. The Trustee may accept a certificate signed by the Administrator as
proof of any fact or matter that it deems necessary or desirable to have
established in the administration of the Trust (unless other evidence of such
fact or matter is expressly prescribed herein), and the Trustee shall be fully
protected in relying upon the statements in the certificate.
(f) The Trustee shall be entitled conclusively to rely upon
any written notice, instruction, direction, certificate or other communication
reasonably believed by it to be genuine and to be signed by the proper person or
persons, and the Trustee shall be under no duty to make investigation or inquiry
as to the truth or accuracy of any statement contained therein.
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(g) In no event shall the Trustee be liable for special or
consequential or punitive damages.
(h) Until notice be given to the contrary, communications to
the Trustee shall be sent to it at its office at The Chase Manhattan Bank, 000
Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, and to PWG at its offices located at
0000 Xxxxxx xx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Director of Human
Resources.
(i) PWG shall pay and shall protect, indemnify and save
harmless the Trustee and its officers, directors or trustee, employees, agents
and nominees from and against any and all losses, liabilities (including
liabilities for penalties), actions, suits, judgments, demands, damages,
reasonable costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) of any nature arising from or relating to any
action or failure to act by the Trustee, its officers, directors or trustee,
employees, nominees and agents in connection with the transactions contemplated
by this Trust Agreement, except to the extent that any such loss, liability,
action, suit, demand, damage, cost or expense is the result of the gross
negligence or wilful misconduct of the Trustee, its officers, directors or
trustees, employees, nominees or agents.
(j) The Trustee shall have, without exclusions, all powers
conferred on trustees by applicable law, unless expressly provided otherwise
herein.
(k) Notwithstanding any powers granted to the Trustee pursuant
to this Trust Agreement or to 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.
9. TRANSACTION COSTS, TAXES, COMPENSATION AND EXPENSES OF
TRUSTEE
(a) PWG shall pay (or make available to the Trustee to pay)
any transaction costs and any federal, state, local or other taxes (including
withholding taxes) imposed or levied with respect to the corpus and/or income of
the Trust or any part thereof under existing or future laws, and PWG, in its
discretion, may contest the validity or amount of any transaction cost or any
tax assessment, claim or demand respecting the Trust or any part thereof.
Notwithstanding the foregoing, to the extent instructed by the Administrator and
to the extent Trust assets are available, the Trustee, solely in its capacity as
trustee and not in its individual capacity, shall advance funds to PWG to enable
PWG to satisfy any such transaction costs or taxes. Such advances shall be
repayable at such date or dates, with or without interest to be set at a
reasonable market rate, or shall be forgiven in whole or in part, in each case,
as determined by the Administrator in its sole discretion. In the event PWG pays
such transaction costs or such taxes directly, the Administrator may require the
Trustee to reimburse PWG for the cost of funds incurred by PWG for any
transaction costs
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or any tax payments made on behalf of the Trust. The Trustee upon notice from
the Administrator that a payment is for the purposes set forth in the preceding
sentence may reimburse PWG without further inquiry.
(b) PWG shall pay to the Trustee from time to time such
reasonable compensation for its services as trustee as shall be agreed upon by
PWG and the Trustee. PWG shall also pay the reasonable and necessary expenses
(including reasonable fees of counsel engaged by the Trustee pursuant to Section
8(b) of this Trust Agreement) incurred by the Trustee in the performance of its
duties under this Trust Agreement; provided, however, that the aggregate amount
of any legal expenses incurred in any calendar year by the Trustee under this
Trust and any other trust between PWG and the Trustee which is established in
whole or in part to fund PWG's obligations under the Plan and which are
reimbursable to the Trustee under this section or the corresponding section of
each trust agreement entered into by the parties hereto in connection with any
such other trust shall not exceed $3,500, unless (i) the Trustee has delivered
written notice ("Notice") to PWG at least ten business days prior to the date on
which such legal expenses or expenses are to be incurred and (ii) PWG has not
notified the Trustee in writing of its objection to the Trustee incurring such
expenses prior to the expiration of such ten-business-day period. To constitute
Notice for purposes of the previous sentence, the writing from the Trustee to
PWG shall specify in reasonable detail (i) the expenses to be incurred, (ii) the
reason or reasons why the Trustee believes it is necessary to incur such
expenses, (iii) the anticipated amount of such expenses and (iv) the legal
counsel who will be paid any amounts for which reimbursement will be sought by
the Trustee under this section. If PWG notifies the Trustee in writing of its
objection to any expenses described in the Notice prior to the expiration of the
ten-business-day period, such expense shall not be reimbursable to the Trustee
either from the assets of the Trust or from PWG, regardless of whether the
Trustee determines to incur such expense. The ten-business-day notice period
described above shall begin on the date the Notice is received by PWG. Any
compensation and expenses which are otherwise reimbursable under this section
and which are not paid by PWG may be deducted by the Trustee from the assets of
the Trust. If the Trustee satisfies such obligations out of the assets of the
Trust, PWG shall immediately, upon demand by the Trustee, deposit into the Trust
a sum equal to the amount paid by the Trust.
10. RESIGNATION AND REMOVAL OF TRUSTEE
(a) The Trustee may resign at any time by written notice to
PWG, which shall be effective 60 days after receipt of such notice unless PWG
and the Trustee agree otherwise.
(b) The Trustee may be removed by PWG on 60 days' written
notice or upon shorter notice accepted by the Trustee.
(c) Upon resignation or removal of the Trustee and appointment
of a successor Trustee, all assets shall subsequently be transferred to the
successor Trustee. The
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transfer shall be completed within 60 days after receipt of notice or
resignation, removal or transfer, unless PWG extends the time limit.
(d) If the Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the effective date of
resignation or removal under paragraph (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 described in the previous sentence
shall be paid by PWG.
11. APPOINTMENT OF SUCCESSOR TRUSTEE
If the Trustee resigns or is removed in accordance with
Section 10 hereof, PWG, by action of the Committee, shall appoint a successor
trustee reasonably acceptable to the Participant or Beneficiaries to act
hereunder after the effective date of such removal or resignation. Each
successor trustee shall have the powers and duties conferred upon the Trustee in
this Trust Agreement, and the term "Trustee" as used in this Trust Agreement
shall be deemed to include any successor trustee. Upon designation or
appointment of a successor trustee, the Trustee shall transfer and deliver the
Trust to the successor trustee, reserving such sums as the Trustee shall deem
necessary to defray its expenses in settling its accounts, to pay any of its
compensation due and unpaid and to discharge any obligation of the Trust for
which the Trustee may be liable. Any amounts remaining shall be restored to the
Trust by PWG with interest at 30-day treasury xxxx rate. If the sums so reserved
are not sufficient for these purposes, the Trustee shall be entitled to recover
the amount of any deficiency from PWG. When the Trust shall have been
transferred and delivered to the successor trustee and the accounts of the
Trustee have been settled as provided in Section 7 hereof, the Trustee shall be
released and discharged from all further accountability or liability for the
Trust (except for any acts (other than any accounting) resulting from the gross
negligence or willful misconduct of the Trustee during the period it was acting
hereunder) and shall not be responsible in any way for the further disposition
of the Trust or any part thereof.
12. AMENDMENT OR TERMINATION
(a) This Trust Agreement may be amended by a written
instrument executed by the Trustee and PWG. Notwithstanding the foregoing, no
such amendment shall conflict with the terms of the Plan or shall make the Trust
revocable. PWG shall certify to the Trustee that any proposed amendment is not
in conflict with the terms of the Plan or the Trust.
(b) The Trust shall not terminate until the earlier to occur
of (i) the date on which the Participant or Beneficiaries are no longer entitled
by any benefits pursuant to the Plan or (ii) the twenty-first anniversary of the
death of the Participant who is the beneficiary
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of the Trust as of the date of execution of this Trust Agreement. Upon
termination of the Trust, any assets remaining in the Trust shall be returned to
PWG.
13. MISCELLANEOUS
(a) Any provision of this Trust Agreement prohibited by law
shall be ineffective to the extent of any such provisions, without invalidating
the remaining provisions hereof.
(b) Benefits payable to the Participants or Beneficiaries
under this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subject to attachment, garnishment,
levy, execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(d) The titles to Sections of this Trust Agreement are placed
herein for convenience of reference only, and the Trust Agreement is not to be
construed by reference thereto.
(e) This Trust Agreement shall bind and inure to the benefit
of the successors and assigns of PWG and the Trustee, respectively, and the
Participant or Beneficiaries and legal representatives (e.g., executors,
administrators, conservators, etc.).
(f) This Trust Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute but one instrument, which may be sufficiently
evidenced by a counterpart.
14. EFFECTIVE DATE
The effective date of this Trust Agreement shall be August 9,
1996.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their respective names by their duly authorized
officers under their corporate seals as of the day and year first above written.
XXXXX XXXXXX GROUP INC.
_____________________ By:_______________________
Notary Public Title:
THE CHASE MANHATTAN BANK
_____________________ By:_______________________
Notary Public Title:
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