TRUST AGREEMENT OF THE 1998-1 TEES TRUST
TRUST AGREEMENT, dated as of August 26, 1998 among Sutro & Co.
Incorporated, as Sponsor, and Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx III and
Xxxxx X. X'Xxxxx, as Trustees. The Sponsor and the Trustees hereby agree
as follows:
1. The trust created hereby shall be known as "The 1998-1 TEES
Trust", in which name the Trustees may conduct the business of the Trust,
make and execute contracts, and xxx and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets over to
the Trustees the sum of $1. The Trustees hereby acknowledge receipt of
such amount in trust from the Sponsor, which amount shall constitute the
initial trust estate. The Trustees hereby declare that they will hold the
trust estate in trust for the Sponsor. It is the intention of the parties
hereto that the Trust being created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. section 3801, et
seq. and that this document constitute the governing instrument of the
Trust. The Trustees are hereby authorized and directed to execute and file
a certificate of Trust with the Delaware Secretary of State in the form
attached hereto.
3. The Sponsor and the Trustees will enter into an amended and
restated Trust Agreement, satisfactory to each such party, to provide for
the contemplated operation of the Trust created hereby. Prior to the
execution and delivery of such amended and restated Trust Agreement, the
Trustees shall not have any duty or obligation hereunder or with respect to
the trust estate, except as otherwise required by applicable law or as may
be necessary to obtain prior to such execution and delivery any licenses,
consents or approvals required by applicable law or otherwise.
4. This Trust Agreement may be executed in one or more counterparts.
5. The Trustees may resign upon thirty days prior notice to the
Sponsor.
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.
SPONSOR
SUTRO & CO. INCORPORATED,
As Sponsor
By: /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Executive Vice President
Director Investment Banking
TRUSTEE
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx,
As Trustee
TRUSTEE
/s/ Xxxxxxx X. Xxxxxx, III
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Xxxxxxx X. Xxxxxx III,
As Trustee
TRUSTEE
/s/ Xxxxx X. X'Xxxxx
------------------------------------
Xxxxx X. X'Xxxxx,
As Trustee
