SECOND AMENDMENT TO TRUST AGREEMENT
This Amendment Agreement, made as of this 31st day of May, 1997, by and
between Xxxxxx Xxxxxxx, Xxxx Xxxxxx, Discover & Co. and State Street Bank and
Trust Company, a Massachusetts trust company (the "Trustee").
R E C I T A L S:
- - - - - - - -
WHEREAS, Xxxxxx Xxxxxxx Group Inc. ("Xxxxxx Xxxxxxx Group") and the Trustee
entered into a Trust Agreement, dated as of March 5, 1991(the "Trust Agreement";
terms used herein without definition shall have the meanings ascribed to such
terms in the Trust Agreement); and
WHEREAS, pursuant to the Amended and Restated Agreement and Plan of Merger,
dated as of April 10, 1997 between Xxxxxx Xxxxxxx Group and Xxxx Xxxxxx,
Discover & Co., a Delaware Corporation ("Xxxx Xxxxxx, Discover"), Xxxxxx Xxxxxxx
Group was merged with and into Xxxx Xxxxxx, Discover on May 31, 1997, with the
surviving corporation of such merger being known as Xxxxxx Xxxxxxx, Xxxx Xxxxxx,
Discover & Co. ("MSDWD");
WHEREAS, by operation of law, effective as of May 31, 1997, MSDWD has
succeeded to all of the rights and obligations of Xxxxxx Xxxxxxx Group including
without limitation all of Xxxxxx Xxxxxxx Group's rights and obligations under
the Trust Agreement, the Trust and the Plan;
WHEREAS, MSDWD desires to amend the Trust Agreement to reflect the merger
of Xxxxxx Xxxxxxx Group with and into Xxxx Xxxxxx, Discover and the succession
by MSDWD of all of the rights and obligations of Xxxxxx Xxxxxxx Group
thereunder;
NOW, THEREFORE, for good and valuable consideration, MSDWD and the Trustee
hereby agree as follows:
1. The introductory paragraph to the Trust Agreement is amended by
deleting the name "Xxxxxx Xxxxxxx Group Inc." contained therein and substituting
therefor the name "Xxxxxx Xxxxxxx, Xxxx Xxxxxx, Discover & Co.", and all
references to the "Company" which appear thereafter in the Trust Agreement shall
be deemed to refer to MSDWD.
2. The first recital contained in the Trust Agreement is amended by
deleting the words "Xxxxxx Xxxxxxx Group Inc. common stock, par value $1.00 per
share" contained therein and substituting therefor "Xxxxxx Xxxxxxx, Xxxx Xxxxxx,
Discover & Co. common stock, par value $.01 per share," and all references to
the "Common Stock" which appear thereafter in the Trust Agreement shall be
deemed to refer to the common stock, par value $.01 per share, of MSDWD.
3. The second recital contained in the Trust Agreement is amended by
deleting the names "Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxx Xxxxxxx
International Incorporated, Xxxxxx Xxxxxxx & Co. International Limited and
Xxxxxx Xxxxxxx Securities Services, Inc." contained therein and substituting
therefor the words "any subsidiary of the Company any of whose employees are, as
of the relevant date of determination, Participants in the Plan".
4. All references to "this Agreement," "herein," "hereunder," or words of
like import contained in the Trust Agreement shall be references to the Trust
Agreement as amended by this Amendment.
5. Except as expressly amended hereby, the Trust Agreement shall remain in
full force and effect. All actions taken consistent with this Amendment prior
to the date hereof are hereby approved, confirmed and ratified in all respects.
IN WITNESS WHEREOF, MSDWD and the Trustee have executed this Amendment
Agreement as of the date first above written.
XXXXXX XXXXXXX, XXXX XXXXXX,
DISCOVER & CO.
By: _________________________________
STATE STREET BANK AND
TRUST COMPANY
By: _________________________________
