SECOND AMENDMENT TO TRUST AGREEMENT
Effective November 1, 1999
This Amendment (the "Second Amendment"), amends the MASTER
TRUST AGREEMENT FOR SBC COMMUNICATIONS INC. DEFERRED COMPENSATION PLANS AND
OTHER EXECUTIVE BENEFIT PLANS (the "Trust Agreement"), between SBC
COMMUNICATIONS INC., a Delaware corporation (the "Company"), formerly known as
Southwestern Xxxx Corporation, BOSTON SAFE DEPOSIT AND TRUST COMPANY, successor
Trustee, a Massachusetts trust company and wholly-owned indirect subsidiary of
Mellon Bank Corporation (the "Trustee"), and BOSTON SAFE DEPOSIT AND TRUST
COMPANY as successor trustee of each Participating Trust in the Trust Agreement
(BOSTON SAFE DEPOSIT AND TRUST COMPANY acting in its capacity as the successor
trustee of each Participating Trust is hereinafter referred to as the respective
Participating Trust's "Participating Trust Trustee"), which Trust Agreement is
incorporated herein by this reference.
WHEREAS, the Company and the Participating Trust Trustees are
parties to a trust with the Trustee in accordance with the terms and conditions
of the Trust Agreement, and
WHEREAS, the Trustee has accepted the trust established under
the Trust Agreement and has agreed to hold, IN TRUST, all monies and other
property transferred to it thereunder for the uses and purposes and upon the
terms and conditions set forth therein, and
WHEREAS, the Trustee has further agreed to discharge and
perform fully and faithfully all of the duties and obligations imposed upon it
under the Trust Agreement, and
WHEREAS, the Company wishes to amend the Trust Agreement
consistent with the Amendment provision thereof, to permit the payment of
trustee, actuary and investment manager fees and expenses from funds allocated
to the Company's account maintained under the Trust Agreement, i.e., from funds
not allocated to any Participating Trust, and
WHEREAS, the Participating Trust Trustees and the Trustee
agree to the Amendment contained
herein:
NOW, THEREFORE, the Company and the Participating Trust
Trustees and the Trustee hereby agree as follows:
(1) Effective November 1, 1999, 3.6.2 of the Trust Agreement
shall be and hereby is replaced by the following:
3.6.2 The Company shall be responsible for the payment of the
fees and expenses of this trust, including but not limited
trustee fees, actuary fees and investment manager fees. The
Company shall pay such fees and expenses or may direct the
Trustee to pay such fees out of funds allocated to the
Company's account maintained under this trust, i.e., from
funds not allocated to any Participating Trust.
(2) Except as modified by this Second Amendment, all other
terms and provisions of the Trust Agreement remain in full force and effect.
IN WITNESS WHEREOF, the Company and Participating Trust
Trustees and the Trustee have caused this Second Amendment to be executed by
their respective duly authorized officers on the date set forth below.
Company: SBC COMMUNICATIONS INC.
Attest:
By: /s/ X.X. Xxxxxxx
Its Senior Executive
Vice President and
Chief Financial Officer
/s/ Xxxxxx X. Xxxx
Secretary
Executed: November 2, 1999
Trustee: BOSTON SAFE DEPOSIT AND TRUST
COMPANY
By: /s/ Xxxxxxx X. Xxxx
Attest: Its First Vice President
/s/ Xxxxxxxx X. Xxxx
Assistant Secretary Executed: November 19, 1999
BOSTON SAFE DEPOSIT AND TRUST COMPANY as
Participating Trust Trustee pursuant to the
Trust Agreement for each of the following:
o SBC COMMUNICATIONS INC. SENIOR
MANAGEMENT DEFERRED COMPENSATION PLAN
OF 1988
o SBC COMMUNICATIONS INC. SENIOR
MANAGEMENT DEFERRED COMPENSATION PLAN
OF 1988 (EARLY PAYMENT OPTION)
o SBC COMMUNICATIONS INC. SENIOR
MANAGEMENT DEFERRED COMPENSATION PLAN
o SBC COMMUNICATIONS INC. MANAGEMENT
DEFERRED COMPENSATION PLAN OF 1988
o SBC COMMUNICATIONS INC. MANAGEMENT
DEFERRED COMPENSATION PLAN
o SBC COMMUNICATIONS INC. COMPENSATION
DEFERRAL PLAN
o SBC COMMUNICATIONS INC. SENIOR
MANAGEMENT SUPPLEMENTAL RETIREMENT
INCOME PLAN
o SBC COMMUNICATIONS INC. PENSION BENEFIT
PLAN-NONBARGAINED PROGRAM (BENEFITS IN
EXCESS OF CODE SECTION 415 LIMITATIONS)
o SBC COMMUNICATIONS INC. PENSION MAKE-UP
DUE TO DEFERRED COMPENSATION
PARTICIPATION
o RESTATED TRUST NO. 3 FOR PACIFIC TELESIS
GROUP EXECUTIVE SUPPLEMENTAL PENSION
BENEFITS
By: /s/ Xxxxxxx X. Xxxx
Its First vice President
Attest:
/s/ Xxxxxxxx X. Xxxx Executed: November 19, 1999
Assistant Secretary
ACKNOWLEDGEMENTS
State of Texas )
) ss
County of Bexar )
On this 1st day of November, in the year 1999, before me
personally came Xxxxxx X. Xxxxxxx, to me known, who being by me duly sworn, did
depose and say that he is Senior Executive Vice President and Chief Financial
Officer of SBC Communications Inc., the corporation described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal was affixed by authority of the Board of Directors of
said corporation, and that he signed his name thereto by like authority.
/s/ Xxxxx X. Xxxxx
Notary Public, State of Texas
My Commission Expires
January 21, 2002
ACKNOWLEDGEMENTS
Commonwealth of Massachusetts)
) ss
County of Middlesex )
On this 19th day of November, in the year 1999, before me
personally came Xxxxxxx X. Xxxx, to me known, who being by me duly sworn, did
depose and say that he is First Vice President of Boston Safe Deposit and Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Trustee; that he knows the corporate seal of said corporation;
that the seal was affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.
/s/ Xxxxxxxx X. Xxxxx
My Commission Expires
May 10, 2002
ACKNOWLEDGEMENTS
Commonwealth of Massachusetts)
) ss
County of Middlesex )
On this 19th day of November, in the year 1999, before me
personally came Xxxxxxx X. Xxxx, to me known, who, being by me duly sworn, did
depose and say that he is First Vice President of Boston Safe Deposit and Trust
Company, the corporation described in and which executed the above instrument in
the capacity as Participating Trust Trustee pursuant to each Participating Trust
Trustee Agreement; that he knows the corporate seal of said corporation; that
the seal was affixed by authority of the Board of Directors of said corporation,
and that he signed his name thereto by like authority.
/s/ Xxxxxxxx X. Xxxxx
My Commission Expires
May 10, 2002
