EXHIBIT 4(e)
FIRST AMENDMENT
UTILICORP UNITED INC.
EXECUTIVE COMPENSATION SECURITY TRUST
This Amendment ("Amendment") made and entered into this 23rd day of March,
1998 by UtiliCorp United Inc. (the "Company"), a Delaware Corporation, and
LaSalle National Trust, N.A., (the "Trustee"),
WITNESSETH:
WHEREAS, the Company and the Trustee entered into the UtiliCorp United
Inc. Executive Benefits Security Trust (the "Trust") dated January 1, 1997, for
the purpose of assisting the Company to meet its obligations under certain
non-qualified deferred compensation plans sponsored and maintained by the
Company, and to provide the participants under such plans with certain
protections in the event of a change in control of the Company; and
WHEREAS, in accordance with Article VII of the Trust, the Company reserved
the right to amend the Trust Agreement from time to time, subject to certain
exceptions that are not applicable; and
WHEREAS, the parties now desire to amend the Trust Agreement
in the manner set forth below;
NOW, THEREFORE, the Trust Agreement is hereby amended effective as of
January 1, 1998:
1. Subparagraph (a) and (b) of paragraph 2.02 are amended to read in their
entirety as follows:
(a) To invest and reinvest part or all of the Trust Fund in any real
or personal property (including investments in any stocks, bonds,
debentures, mutual fund shares, notes, commercial paper, treasury
bills, any common, commingled or collective trust funds or pooled
investment funds described in paragraph 2.03, any interest
bearing deposits held by any bank or similar financial
institution, and any other real or personal property).
(b) To apply for, pay premiums on and maintain in force on the lives
of some or all of the Participants, individual, group term,
universal or other life insurance policies ("Policies" or
"Policy") to fund benefits under the Plans for Participants on
whose lives the
Policies are issued and containing such provisions as the
Committee may approve or direct; to receive or acquire such a
Policy from the Company or from the Participant on whose life the
Policy is issued, but the Trustee may purchase a Policy from the
Company or from the Participant only if the Trustee pays,
transfers or otherwise exchanges for the Policy no more than the
cash surrender value of the Policy and the Policy is not subject
to a mortgage or similar lien which the Trustee would be required
to assume; and to have with respect to Policies any rights,
powers, options, privileges and benefits usually comprised in the
term "incidents of ownership" and normally vested in an insured
or owner of such Policies.
2. A new paragraph 2.04 is added to the Trust to read in its entirety as
follows:
2.04 Direction of Committee. Notwithstanding any provision in this
Agreement to the contrary, the Committee shall retain the right to
direct the Trustee from time to time with respect to the investment
and reinvestment of part or all of the Trust Fund; provided that, in
the event of a Change in Control (as defined in the Plans) all such
powers of the Committee to direct the Trustee under this Agreement
shall terminate, and the Trustee shall act in its own discretion to
carry out this Agreement in accordance with the terms of the Plans and
this Agreement.
3. Paragraph 6.01 of the Trust is amended to read in its entirety as
follows:
6.01 Resignation or Removal of Trustee. The Trustee may resign at any time
by giving sixty (60) days advance written notice to the Company and
the Committee. The Company or the Committee may remove the Trustee;
provided that such removal shall not become effective until the time
immediately proceeding the appointment of a successor Trustee pursuant
to paragraph 6.02; and provided further that in the event of a Change
in Control (as defined in the Plans), the Trustee may only be removed
by a majority vote of the Participants, and if a Participant has
deceased, his or her beneficiaries (who collectively shall have one
vote among them and shall vote in place of such deceased Participant),
by giving sixty (60) days advance written notice to the Trustee or
such shorter notice accepted by the Trustee.
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4. Each reference to "Deferred Benefit Account(s)" shall instead refer to
"Deferral Account(s)."
IN WITNESS WHEREOF, the Company and the Trustee have caused this Amendment
to be executed on their behalf and by the respective officers thereunto duly
authorized, the day and year first above written.
UTILICORP UNITED, INC.
By: /s/ Xxx X. Xxxxxx
Its: Senior Vice President
LaSALLE NATIONAL TRUST, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
Its: Senior Vice President
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