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EXHIBIT 10.8
OMNIBUS AMENDMENT
to the
GRANTOR TRUST AGREEMENTS
under the
XXXXX XXXXXX GROUP INC.
SENIOR OFFICER DEFERRED COMPENSATION PLAN
This AMENDMENT (this "Amendment"), made as of the 15th day of
August, 1996, by and between Xxxxx Xxxxxx Group Inc., a Delaware corporation
("PWG"), and The Chase Manhattan Bank (the "Trustee").
WHEREAS, PWG and the Trustee are parties to grantor trust
agreements (the "Trust Agreements") executed in connection with the obligation
of PWG to pay deferred compensation to the individuals listed on Exhibit A
attached hereto under the terms of the Xxxxx Xxxxxx Group Inc. Senior Officer
Deferred Compensation Plan (the "Plan"); and
WHEREAS, PWG and the Trustee desire to amend the Trust
Agreements in certain respects, as more fully set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for other good and valuable consideration the
parties hereto agree as follows:
1. Pursuant to Section 12(a) of the Trust Agreements, the
parties agree that Section 2(b) of each Trust Agreement is hereby deleted in its
entirety and replaced with the following:
"(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"),
(1) with respect to any property deposited in the
Trust prior to August 15, 1996 (including additional property
placed in the Trust thereafter as a result of dividend
reinvestment or other earnings on such pre-August 15, 1996
property and on such additional amounts), distribute assets
held in the Trust other than Shares to the Participant or
Beneficiaries; and
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(2) with respect to any property in the Trust not subject to
(1) above, distribute Shares or other assets held in the Trust 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."
2. The effective date of this Amendment shall be August 15,
1996. Except as amended hereby, the terms of the Trust Agreements shall remain
in full force and effect.
3. PWG hereby certifies to the Trustee that the amendment to
the Trust Agreements described herein is not in conflict with the terms of the
Plan or the Trust Agreements.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment 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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Exhibit A
Xxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxx Xxxxxxxxx
Xxxxxx Xxxxx
Xxxxxx Xxxxxxxx
Xxxxxx Xxxx
Xxxxxx Xxxxxx
Xxxx Xxxxxx
Xxxxxxxx Xxxxxx
Xxxxx Xxxxxxxx
Xxxxx XxxXxxxxxx
Xxxx Xxxxxxxx
Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxx Xxxxxxxxxxxx
