EXHIBIT 10.7
AMENDMENT NO. 1
TO THE
VENCOR, INC. 401(K)
MASTER TRUST AGREEMENT
This is Amendment No. 1 ("Amendment") to the Vencor, Inc. Master Trust
Agreement which was effective January 1, 1997 with Wachovia Bank of North
Carolina, N.A. (The "Trust Agreement").
RECITAL
The parties wish to amend the Trust Agreement to clarify its original
intent.
AMENDMENT
1. This Amendment shall be effective as of January 1, 1997.
2. All capitalized terms used herein and not otherwise defined shall have
the meaning given in the Trust Agreement.
3. Section 3.5 of the Trust Agreement is hereby amended so that as
amended it shall read in its entirety as follows:
"Section 3.05 The Trustee shall be a directed Trustee only, with no
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discretionary authority or responsibility, with respect to the assets
of the Plans allocated or allocable to the accounts of the
Participants. The Committee, as a named fiduciary, shall be solely
responsible for the investment of the assets of the Plans allocated or
allocable to the accounts of Participants (except as provided more
specifically in paragraph (i) immediately below or by Section 5.18 of
the Trust). Without limitation, the Committee, as named fiduciary,
(i) shall be responsible for investing such assets, except to the
extent that such investment responsibility is delegated to one or
more investment managers (other than the Trustee) under Section
403(a)(2) of the Act;
(ii) shall, to the extent that Participants and their
Beneficiaries are given the right to direct the investment of
their accounts, be the fiduciary to whom Participants and
Beneficiaries are entitled to give such investment directions and
the fiduciary responsible for carrying out such investment
directions (by directing the Trustee or otherwise);
(iii) shall, except to the extent that Section 404(c) of the Act
provides that it is not responsible because the Participant or
Beneficiary has exercised control over his account, be
responsible for any loss by reason of any breach of its fiduciary
obligations hereunder; and
(iv) shall be responsible for determining whether the documents
and instruments governing the investment of the assets allocated
or allocable to the accounts are consistent with the provisions
of Titles I and IV of the Act, and if not, investing such assets
in accordance with Titles I and IV of the Act notwithstanding
such documents and instruments.
IN WITNESS WHEREOF, this Amendment has been executed as of the dates set forth
below.
VENCOR, INC.
By /s/ Xxxxxxx X. Xxxxx
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Title: Vice President of Human Resources
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Date: 7/16/97
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WACHOVIA BANK OF NORTH
CAROLINA, N.A.
By /s/ XXXX XXXXXXXX
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Title: Vice President
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Date: 5/13/97
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