Exhibit 10.19.1
AMENDMENT
TO
XXXXXXXXX'X, INC.
EXECUTIVE DEFERRED COMPENSATION TRUST
This Amendment to the XXXXXXXXX'X, INC. EXECUTIVE DEFERRED COMPENSATION
TRUST (the "Trust" or "Trust Agreement") is made by Xxxxxxxxx'x, Inc., a
Delaware corporation (the "Employer"), pursuant to Section 6.01 of the Trust
Agreement.
WITNESSETH:
WHEREAS, the Employer desires to change the Recordkeeper (as that term
is defined in the Trust Agreement) for the Trust;
WHEREAS, pursuant to Section 6.01 of the Trust Agreement, the Employer
may amend the Trust Agreement by executing an instrument in writing and
delivering it to the Trustee (as defined in the Trust Agreement), provided that
the Trust has not become irrevocable, and, pursuant to Sections 4.14(f) and (g)
of the Trust Agreement, the Employer may remove the Recordkeeper at any time
prior to a Change in Control (as defined in the Trust Agreement) and may appoint
a successor Recordkeeper meeting the requirements of Section 4.14(g) by
delivering to the successor Recordkeeper a written instrument appointing the
successor Recordkeeper; and
WHEREAS, the Trust has not become irrevocable and a Change of Control
has not occurred;
NOW, THEREFORE, the Employer hereby amends the Trust Agreement as
follows:
1. TOWERS, PERRIN, XXXXXXX & XXXXXX, INC., a Pennsylvania corporation, is
hereby removed as the Recordkeeper of the Trust and MANAGEMENT COMPENSATION
GROUP, NORTHWEST, LLC, a Delaware limited liability company, which meets
the requirements of Section 4.14(g) of the Trust is hereby appointed as the
Recordkeeper of the Trust and Section 2.03 of the Trust Agreement is
amended to reflect this change.
2. Section 7.07 of the Trust Agreement is hereby amended to read with regard
to the address for communications to the Recordkeeper: Management
Compensation Group, Northwest, LLC, 000 XX Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx
00000, Attention: Xxxxx X. Xxxxxx (or his successor regarding Xxxxxxxxx'x,
Inc.).
The Employer hereby certifies that the Trust has not become irrevocable and that
a Change of Control has not occurred.
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IN WITNESS WHEREOF, the Employer has executed this amendment this 24th
day of July, 1998 and has caused it to be delivered to the Trustee and to the
successor Recordkeeper.
EMPLOYER:
XXXXXXXXX'X, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxx
Executive Vice President, Administration
and General Counsel
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