Exhibit 10uu(iv)
AMENDMENTS TO
TRUST AGREEMENT NO. 1
for the
PACIFIC TELESIS GROUP
EXECUTIVE DEFERRAL PLAN
Amendments Effective:
November 22, 1996
September 1, 1993
AMENDMENTS TO
TRUST AGREEMENT No. 1
for
PACIFIC TELESIS GROUP
EXECUTIVE DEFERRAL PLAN
THIS AGREEMENT is by and between Pacific Telesis Group, a Nevada Corporation
("PTG") and Bankers Trust Company, a New York banking corporation (the
"Trustee"),
WHEREAS, PTG and the Trustee have maintained a Trust by letter
agreement dated August 31, 1993 pursuant to which Trustee has acted as
successor trustee as of September 1, 1993 under the terms of a trust
agreement dated as of the 27th day of June, 1988, between PTG and Bank of
America National Trust and Savings Association (the "Trust Agreement"), such
Trust to serve as a medium for the accumulation and investment of funds for
the payment and administration of certain benefits under the Pacific Telesis
Group Executive Deferral Plan (the "Plan"), and
WHEREAS, by approval of its Compensation and Personnel Committee of its
Board of Directors on November 22, 1996, PTG has determined that certain
additional benefits payable to officers shall be paid out of the assets of
the Trust; and
WHEREAS, PTG and the Trustee mutually desire to amend the terms of the
Agreement to correctly identify the Trustee for purposes of the Trust and to
clarify the benefits payable out of the trust assets;
NOW, THEREFORE, PTG and the Trustee hereby agree as follows:
1. Effective November 22, 1996, Section 1.12 of the Trust Agreement
is amended in its entirety to state as follows:
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1.12 Plan: "Plan" refers to the deferred compensation plan entitled
the "Pacific Telesis Group Executive Deferral Plan", restated effective
as of December 1, 1995, and any similar prior plan (excluding plans
qualifying under Sections 401(a), 403(a) or 403(b) of the Code)
established by the Employers and providing deferred compensation for
designated officers of the Employers, and any supplemental deferral
benefits payable in connection with but not under the terms of the
Pacific Telesis Group Executive Deferral Plan or such similar prior
plan, as authorized by the Employers from time to time and certified to
the Trustee by the Executive Vice President-Human Resources of Pacific
Telesis Group or the Executive Vice President, Chief Financial Officer
and Treasurer of Pacific Telesis Group, as payable from the assets of
the Trust.
2. Effective September 1, 1993, Section 1.14 of the Trust Agreement
is amended in its entirety to state as follows:
1.14 Trustee: "Trustee" means Bankers Trust Company.
3. Except as hereby amended, the terms of the Trust Agreement shall
continue in effect, as heretofore amended.
PTG and the Trustee have caused this Trust Agreement to be executed by their
respective duly authorized officers.
PACIFIC TELESIS GROUP BANKERS TRUST COMPANY
By: /s/ J. R. Xxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------ ----------------------
J. R. Xxxxxx
Executive Vice President
Human Resources
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TRUST AGREEMENT
for
PACIFIC TELESIS GROUP
EXECUTIVE DEFERRAL PLAN
CERTIFICATION OF
AUTHORIZED SUPPLEMENTAL DEFERRAL BENEFITS
TO BANKERS TRUST COMPANY, TRUSTEE:
Pursuant to Section 1.12 of Trust Agreement No. 1 for the Pacific Telesis
Group Executive Deferral Plan, as amended effective November 22, 1996, the
following supplemental deferral benefits have been authorized by Pacific
Telesis Group as payable out of the assets of the Trust:
Officer: X. X. XXXXXXXXX
X. X. XXXXXX
Benefit: The amount that represents the difference between the benefit
payable under the Plan in the case of early Separation (as defined in
Section 10.10 of the Plan) by application of the retroactive limitation of
interest accrual pursuant to Section 6.3 and the amount that represents the
benefit that would otherwise have been payable under the Plan without
application of the retroactive limitation of interest accrual provisions of
Section 6.3.
PACIFIC TELESIS GROUP
By: /s/ J. R. Xxxxxx Date: 11/27/96
-----------------------
J. R. Xxxxxx
Executive Vice President
Human Resources
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