TRUST AGREEMENT
This TRUST AGREEMENT, dated as of January 19, 1999, between WARBURG
DILLON READ LLC, as sponsor (the "Sponsor") and XXXX X. XXXXXXXX, as trustee
(the "Trustee").
1. The Sponsor hereby creates Trust-Issued Required Equity Exchange
Securities Trust (the "Trust") in order that it may acquire and hold a fixed
portfolio of stripped U.S. Treasury Securities (the "Treasuries"), enter into
and hold purchase contracts with respect to common stocks chosen by the Trustee
(the "Contracts"), issue shares of beneficial interest therein ("Shares") and
hold the Trust Estate in trust for the use and benefit of all present and future
beneficial owners of Shares and otherwise carry out the terms and conditions
hereof, all for the purpose of providing periodic cash distributions and the
potential for capital appreciation for the beneficial owners of Shares. The
Trustee hereby declares that he will accept and hold the Trust Estate in trust
for the use and benefit of all present or future beneficial owners of Shares.
The Sponsor hereby deposits with the Trustee the sum of $10 to accept and hold
in trust hereunder. As used herein, "Trust Estate" means the Treasuries, the
Contracts and any monies held by the Trust from time to time.
2. The Sponsor specifically authorizes and directs the Trust to (i)
prepare a Registration Statement to be filed with the Securities and Exchange
Commission and an accompanying Prospectus to be furnished to prospective
purchasers of Shares; (ii) acquire the Treasuries as directed by the Sponsor;
(iii) enter into the Contracts; (iv) hold, invest and disburse monies as
directed by the Sponsor; and (v) adopt and amend bylaws and take any and all
other actions as necessary or advisable to carry out the purposes of the Trust.
3. Subject to the specific provisions hereof, the Trust will be managed
solely by the Trustee. The Trustee shall have fiduciary responsibility for the
safekeeping and use of all funds and assets of the Trust and shall not employ,
or permit another to employ, such funds or assets in any manner except for the
exclusive benefit of the Trust.
4. The Trustee may resign or be discharged of the trust created hereby
by executing an instrument in writing, filing the same with the Sponsor and such
resignation shall become effective immediately unless otherwise specified
therein. Prior to the issuance of
Shares, any vacancy in the office of the Trustee may be filled by appointment by
the Sponsor.
5. The Trustee shall not be liable to the Trust or any beneficial owner
of Shares for any action taken or for refraining from taking any action except
in the case of willful misfeasance, bad faith, gross negligence or a willful
disregard of the duties of his office.
6. Prior to the issuance of Shares, (i) the trust created hereby shall
be revocable by the Sponsor at any time upon written notice to the Trustee, and
(ii) this Trust Agreement may be amended by the Trustee from time to time for
any purpose. This Trust Agreement and the Trust shall terminate upon the date
which is 21 years after the death of the last survivor of Xxxxxx X. Xxxxxxx
living on the date hereof.
7. This Trust Agreement is executed and delivered in the State of New
York, and all laws and rules of construction of the State of New York shall
govern the rights of the parties hereto and beneficial owners of Shares and the
interpretation of the provisions hereof.
8. This Trust Agreement may be executed in one or more counterparts and
when a counterpart has been executed by each party hereto all such counterparts
taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed.
WARBURG DILLON READ LLC, as Sponsor
By /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Director
Xxxx X. Xxxxxxxx, as Trustee
/s/ XXXX X. XXXXXXXX
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