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EXHIBIT 10.10 (C)
FIRST AMENDMENT TO TRUST AGREEMENT
BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND
CABOT OIL & GAS CORPORATION
THIS FIRST AMENDMENT, dated as of the fifteenth day of August, 1991,
by and between Fidelity Management Trust Company (the "Trustee") and Cabot Oil
& Gas Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a trust
agreement dated June 1, 1991, with regard to the Cabot Oil & Gas Savings
Investment Plan (the "Plan"); and
WHEREAS, Cabot Corporation, a Delaware corporation, is a former
affiliate of the Sponsor and the Sponsor hereby represents that Cabot
Corporation is not a "party in interest" to the Plan (for purposes of ERISA);
and
WHEREAS, the Trustee and the Sponsor now desire to amend said trust
agreement as provided for in Section 13 thereof;
Now therefore, in consideration of the above premises the trustee and
the Sponsor hereby amend the trust agreement by:
(1) Amending Schedule "G", Sponsor Stock, to read as follows:
Exchanges from Sponsor Stock to Mutual Funds
Participants who wish to exchange out of Sponsor Stock into
mutual funds may call between the 1st and the 15th of the
month. No calls will be accepted after 4:00 p.m. (ET) on the
15th (or previous business day if the 15th is not a business
day).
The Sponsor Stock is sold within two (2) business days and the
subsequent purchase into mutual funds will take place five (5)
business days after the sale date. This allows for settlement
of the stock trade at the custodian and the corresponding
transfer to Fidelity. Orders for sales of Sponsor Stock must
indicate the security to be sold and must be share specific.
(2) Adding a Section 4(c)(iii)(C) as follows:
(C) Sales to Cabot Corporation. The Trustee may sell
Sponsor Stock to Cabot Corporation, as hereby directed by the Sponsor, if the
sale is for adequate consideration (within the meaning of section 3(18) of
ERISA) and no commission is changed. For the purposes of this Section
4(c)(iii)(C), "Sponsor Stock" shall mean only Cabot Corporation common stock.
(i) Prior to the sale of any shares of Sponsor
Stock on the open market, the Trustee shall first offer to sell such shares to
Cabot Corporation at the average of the high and low price, on the date that
the shares would have been sold on the open market, as such average price shall
be reported on the New York Stock Exchange Composite Transaction List. Any
such offer to Cabot Corporation by the Trustee shall be nonassignable.
(ii) The Trustee shall notify Cabot Corporation by
1:00 p.m. (eastern standard time "EST") of any shares of Sponsor Stock
available for sale on the day following the close of the calling window for
Sponsor Stock as detailed on Schedule "G" (the 15th or previous business day if
the 15th is not a business day or the day a
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withdrawal is scheduled to be processed). If the Trustee is unable to
determine, by 1:00 p.m. EST (on the day following the close of the calling
window or the day a withdrawal is scheduled to be processed), the number of
shares of Sponsor Stock available for sale, such offer to Cabot Corporation
shall be postponed and offered by 1:00 p.m. EST on the following business day.
This notification shall be via telephone, confirmed via facsimile transmission.
Cabot Corporation shall respond to the Trustee, in writing via facsimile
transmission, by 2:00 p.m. EST, on the day such offer is received, if Cabot
Corporation is to accept the offer. The offer to sell to Cabot Corporation
shall lapse if not accepted by Cabot Corporation by the 2:00 p.m. EST deadline.
Upon notification by Cabot Corporation to the Trustee that it accepts the
Trustee's offer, the Trustee and Cabot Corporation shall have a binding
agreement to sell and purchase, respectively, such shares of Sponsor Stock.
In all cases, Sponsor Stock shall be sold within two (2) business days from the
close of the calling window or on the day a withdrawal is scheduled to be
processed.
(iii) Cabot Corporation shall wire funds, equal to the
purchase price, in accordance with this Section 4(c)(iii)(C) to the Trustee on
the fifth business day following the trade date. The Trustee shall transfer
the shares of Sponsor Stock sold to Cabot Corporation on the day that such
funds from the sale are received by the Trustee.
(iv) Cabot Corporation's representatives for purposes of
this Section 4(c)(iii)(C) shall be J. Xxxxx Xxxxx, Xxxxxx X. XxXxxxxx, Xxxxx X.
Xxxxx or Xxxx X. Xxxxxx, Xx., or such other person or persons as Cabot
Corporation shall designate in writing from time to time.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this First
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
CABOT OIL & GAS CORPORATION FIDELITY MANAGEMENT
TRUST COMPANY
By /s/ XXXXX X. XXXXX 10/18/91 By /s/ XXXXX X. XXXXXX 11/6/91
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Date Senior Vice President Date
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SECOND AMENDMENT TO TRUST AGREEMENT
BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND
CABOT OIL & GAS CORPORATION
THIS SECOND AMENDMENT, dated as of the fifteenth day of August, 1991,
by and between Fidelity Management Trust Company (the "Trustee") and Cabot Oil
& Gas Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a trust
agreement dated June 1, 1991, with regard to the Cabot Oil & Gas Savings
Investment Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said trust
agreement as provided for in Section 13 thereof;
Now therefore, in consideration of the above premises the TRUSTEE and
the Sponsor hereby amend the trust agreement by:
(1) Amending Schedule "A", by adding a ninth money classification
entitled: "ESOP."
(2) Adding the following sentence to the end of Section 4(c)(iii)
Execution of Purchases and Sales:
No purchase or sale of Sponsor Stock, including
reinvestment of dividends, will be allowed into or
out of the ESOP money classification. Sponsor Stock
may only be sold from the ESOP money classification
due to a total withdrawal of the participant's
account from the Plan.
(3) Amending Schedule "G" by adding the following at the end of
Exchanges from Sponsor Stock to Mutual Funds:
No exchanges of Sponsor Stock will be allowed from
the ESOP money classification.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this
Second Amendment to be executed by their duly authorized officers effective as
of the day and year first above written.
CABOT OIL & GAS CORPORATION FIDELITY MANAGEMENT
TRUST COMPANY
By /s/ XXXXX X. XXXXX 8/21/91 By /s/ XXXXX X. XXXXXX 9/5/91
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Date Senior Vice President Date
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THIRD AMENDMENT TO THE TRUST AGREEMENT
BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND
CABOT OIL & GAS CORPORATION
THIS THIRD AMENDMENT, dated as of the first day of July, 1993, by and
between Fidelity Management Trust Company (the "Trustee") and Cabot Oil & Gas
Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a trust
agreement dated June 1, 1991, with regard to the Cabot Oil & Gas Savings
Investment Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said trust
agreement as provided for in Section 13 thereof;
NOW THEREFORE, in consideration of the above premises the TRUSTEE and
the Sponsor hereby amend the trust agreement by:
(1) Amending Schedules "A" and "C" to reflect the addition of the
following plan investment options:
Fidelity Asset Manager
Fidelity Asset Manager: Growth
Fidelity Asset Manager: Income
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Third
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
CABOT OIL & GAS CORPORATION FIDELITY MANAGEMENT
TRUST COMPANY
By /s/ XXXXX X. XXXXX 3/25/93 By /s/ XXXX X. XXXXXXX, XX. 4/26/93
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Date Senior Vice President Date
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FOURTH AMENDMENT TO TRUST AGREEMENT
BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND
CABOT OIL & GAS CORPORATION
THIS FOURTH AMENDMENT, dated as of the first day of November, 1993, by
and between Fidelity Management Trust Company (the "Trustee") and Cabot Oil &
Gas Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into a trust
agreement dated June 1, 1991, with regard to the Cabot Oil & Gas Savings
Investment Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said trust
agreement as provided for in Section 13 thereof;
NOW THEREFORE, in consideration of the above premises the TRUSTEE and
the Sponsor hereby amend the trust agreement by:
(1) Amending and restating the Sponsor Stock section of the
Telephone Exchange Procedures, Schedules "G", as follows:
Sponsor Stock
Exchanges from Sponsor Stock to Mutual Funds
Sponsor Stock exchanges are processed on a monthly cycle.
Participants who wish to exchange out of Sponsor Stock into a mutual
fund may call between the 1st and the 15th of the month. No calls
will be accepted after 4:00 p.m. (ET) on the 15th (or previous
business day if the 15th is not a business day).
The Sponsor Stock is sold on the 16th (or next business day if the
16th is not a business day) and the subsequent purchase into mutual
funds will take place five (5) business days after the sale date.
This allows for settlement of the stock trade at the custodian and the
corresponding transfer to Fidelity. Orders for sales of Sponsor Stock
must be share specific.
Exchanges from Mutual Funds to Sponsor Stock
Participants who wish to exchange out of a mutual fund into Sponsor
Stock may call between the 1st and the 15th of the month. No calls
will be accepted after 4:00 p.m. (ET) on the 15th (or previous
business day if the 15th is not a business day).
Mutual fund shares are sold on the 15th of the month (or the previous
business day if the 15th is not a business day) and the Sponsor Stock
is purchased within two (2) business days after the date on which the
mutual fund shares are sold.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Fourth
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
CABOT OIL & GAS CORPORATION FIDELITY MANAGEMENT
TRUST COMPANY
By /s/ XXXXXXX X. XXXXX 10/13/93 By /s/ XXXX X. XXXXXXX, XX. 10/20/93
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Date Senior Vice President Date
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FIFTH AMENDMENT TO TRUST AGREEMENT
BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND
CABOT OIL & GAS CORPORATION
THIS FIFTH AMENDMENT, dated as of the first day of February, 1994, by
and between Fidelity Management Trust Company (the "Trustee") and Cabot Oil &
Gas Corporation (the "Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor hereby entered into a trust
agreement dated June 1, 1991, with regard to Cabot Oil & Gas Savings Investment
(the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said trust
agreement as provided for in Section 13 thereof;
NOW THEREFORE, in consideration of the above premises the Trustee and
the Sponsor hereby amend the trust agreement by:
(1) Amending Section 4(b) in its entirety as follows:
(b) Available Investment Options.The Named
Fiduciary shall direct the Trustee as to what investment
options Plan participants may invest in as indicated on
Schedule "C" attached hereto, subject to the terms of the Plan
and to the following limitations. The Named Fiduciary may
determine to offer as investment options only (i) securities
issued by the investment companies advised by Fidelity
Management & Research Company ("Mutual Funds"), (ii) equity
securities issued by Cabot Corporation ("Cabot Stock"), (iii)
Equity securities of the Sponsor or an affiliate of the
Sponsor which are publicly traded and which are "qualifying
employer securities" within the meaning of Section 407(d)(5)
of ERISA ("Sponsor Stock") and (iv) notes evidencing loans to
Plan participants in accordance with the terms of the Plan.
(2) Amending the first paragraph in Section 4(e) in its entirety
as follows:
(e) Sponsor Stock and Cabot Stock. Trust
investments in Cabot Stock and Sponsor Stock shall be subject
to the following limitations:
(3) Amending Sections 4(e)(i), 4(e)(ii), 4(e)(iii)(A) and (B) to
add "and Cabot Stock" in each place after the term "Sponsor
Stock" appears.
(4) Amending Section 4(e)(iii)(C) to replace the term "Sponsor
Stock" with the term "Cabot Stock" and deleting the last
sentence in the first paragraph of Section 4(e)(iii)(C).
(5) Amending Sections 4(e)(v), 4(e)(vi), 4(e)(vii) and 4(e)(viii)
to add "and Cabot Stock" in each place after the term "Sponsor
Stock" appears.
(6) Amending the Annual Participant Fee on Schedule "B" to read as
follows:
TO BE EFFECTIVE JANUARY 1, 1994:
Annual Participant Fee $88.50 per participant*,
subject to a $39,500 per year
minimum, billed and payable
quarterly.
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TO BE EFFECTIVE JANUARY 1, 1995:
Annual Participant Fee $152.00 per participant*,
subject to a $68,500 per year
minimum, billed and payable
quarterly.
(7) Amending and restating the Sponsor Stock section of the
Telephone Exchange Procedures, Schedule "G", as follows:
Sponsor Stock
Exchanges From Sponsor Stock/Cabot Stock to Mutual Funds
Sponsor Stock exchanges are processed on a monthly cycle.
Participants who wish to exchange out of Sponsor Stock into a
mutual fund may call between the 1st and the 14th of the
month. No calls will be accepted after 4 p.m. (EST) on the
14th (or previous business day if the 14th is not a business
day).
The Sponsor Stock is sold on the 15th (or next business day if
the 15th is not a business day) and the subsequent purchase
into mutual funds will take place five (5) business days after
the sale date. This allows for settlement of the stock trade
at the custodian and the corresponding transfer to Fidelity.
Orders for sales of Sponsor Stock must be share specific.
Exchanges from Mutual Funds to Sponsor Stock
Participants who wish to exchange out of a mutual fund into
Sponsor Stock may call between the 1st and the 14th of the
month. No calls will be accepted after 4 p.m. (EST) on the
14th (or the previous business day if the 14th is not a
business day).
Mutual fund shares are sold on the 14th of the month (or the
previous business day if the 14th is not a business day) and
the Sponsor Stock is purchased within two(2) business days
after the date on which the mutual fund shares are sold.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Fifth
Amendment to be executed by their duly authorized officers effective as of the
day and year first above written.
CABOT OIL & GAS CORPORATION FIDELITY MANAGEMENT
TRUST COMPANY
By /s/ XXXX X. XXXXXX By /s/ XXXX X. XXXXXXX, XX. 2/9/94
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Date Senior Vice President Date
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