XXXXXXX COMPUTER SERVICES, INC.
PROFIT SHARING AND RETIREMENT FUND
AMENDMENT NO. 37
This Amendatory Agreement adopted as of the 27th day of September,
1995, by Xxxxxxx Computer Services, Inc., a Delaware corporation, having its
principal place of business in Hillside, Illinois (hereinafter referred to as
the "Company"), and is delivered to the Trustees under the terms of the Trust
Agreement dated July 30, 1952, as amended and restated, establishing the Xxxxxxx
Computer Services, Inc. Profit Sharing and Retirement Fund (hereinafter referred
to as the "Plan").
W I T N E S S E T H
WHEREAS, Article X of the Plan permits the Company to amend the Plan
subject to the terms and conditions therein specified; and
WHEREAS, the Board of Directors of the Company, by action taken
September 27, 1995, authorizes the amendment hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the Company adopts the amendment hereinafter set forth:
1. Clause (b) of Section 15.5 of the Plan is amended to read as follows:
(b) individuals who, as of September 6, 1995, constitute the Board of
Directors of the Company (the "Incumbent Board") cease for any reason
to constitute at least a majority of such Board; PROVIDED, HOWEVER,
that any individual who becomes a member of the Board of Directors of
the Company subsequent to such date whose election, or nomination for
election by the stockholders of the Company, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be deemed to be a member of the Incumbent Board; and
PROVIDED FURTHER, that no individual whose election or initial
assumption of office as a director of the Company occurs as a result
of an actual or threatened election contest (as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended) with respect to the election or
removal of directors, or any other actual or threatened solicitation
of proxies or consents by or on behalf of any person other than the
Board of Directors of the Company, shall be deemed to be a member of
the Incumbent Board; or
2. This Amendment shall become effective as of September 27, 1995 upon
the condition that said Amendment will not adversely affect the previous ruling
issued by the U.S. Treasury Department, or any ruling issued pursuant to an
application pending with the U.S. Treasury Department, with respect to the
status of the Xxxxxxx Computer Services, Inc. Profit Sharing and Retirement
Fund. The Plan Administrator shall have all necessary and required authority
and power to implement this Amendment.
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3. All of the terms and conditions of said Plan, as heretofore amended,
except as herein specifically modified, shall remain in full force and effect.
IN WITNESS WHEREOF, Xxxxxxx Computer Services, Inc. has caused these
presents to be executed in its name by its proper officers and its duly attested
Corporate Seal to be hereunto affixed pursuant to the authority granted by its
Board of Directors.
XXXXXXX COMPUTER SERVICES, INC.
By:
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Title:
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ATTEST:
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Secretary
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