XXXXXXX COMPUTER SERVICES, INC.
PROFIT SHARING AND RETIREMENT TRUST AGREEMENT
AMENDMENT NO. 7
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WHEREAS, Xxxxxxx Computer Services, Inc., a Delaware corporation (the
"Company"), has heretofore entered into an agreement with certain individuals
(the "Trustees") designated the "Xxxxxxx Computer Services, Inc. Profit Sharing
and Retirement Trust Agreement" (the "Trust Agreement") in order to fund
benefits under the Xxxxxxx Computer Services, Inc. Profit Sharing and Retirement
Plan; and
WHEREAS, the Board of Directors of the Company, by action taken
October 17, 1995, authorizes the amendment hereinafter set forth;
NOW, THEREFORE, the Trust Agreement is hereby amended as follows:
1. Article One of the Trust Agreement is amended by adding the
following Section 1.19:
1.19. INDEPENDENT FIDUCIARY. The term "Independent Fiduciary" means
any person or entity which is unrelated to any party to the Plan
or Trust and which may be appointed from time to time by the
Company to act on behalf of the Plan or Trust with respect to any
issue involving a real or perceived conflict of interest among
the parties to the Plan or Trust, or for such other purposes as
the Company may determine to be in the best interest of the Plan
or Trust. The Independent Fiduciary shall be a "named fiduciary"
within the meaning of section 402(a) of ERISA with respect to the
duties delegated to it. The Company shall have no responsibility
to determine whether a person or entity acting as an Independent
Fiduciary meets or continues to meet the foregoing definition.
2. Article Thirteen of the Trust Agreement is amended by adding the
following Section 13.7:
13.7. An Independent Fiduciary may be appointed from time to time for
such purposes as shall be determined by the Company. An
Independent Fiduciary may be appointed to serve in such capacity
as may be deemed appropriate to act on behalf of the Plan and
Trust with respect to issues which involve a real or perceived
conflict of interest among certain parties, or for such other
purposes as the Company may determine to be in the best interest
of the Plan and Trust. The Independent Fiduciary may be granted
such power, authority and discretion as may be necessary and
appropriate for it to carry out its duties and responsibilities,
including, but not limited to, any and all powers and discretion
granted the Committee and the Trustee under the Plan and Trust.
3. This Amendment shall become effective as of October 17, 1995,
upon the condition that said Amendment will not adversely affect the previous
ruling issued by the U.S. Treasury Department with respect to the status of the
Xxxxxxx Computer Services, Inc. Profit Sharing and Retirement Fund.
4. All of the terms and conditions of said Plan, as heretofore
amended, except as herein specifically modified, shall remain in full force and
effect.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers this 17th day of October, 1995.
XXXXXXX COMPUTER SERVICES, INC.
By: ______________________________
Title: ___________________________
ATTEST:
___________________________________
Secretary
Consented to by the Trustees, as of October ____, 1995:
______________________________ ______________________________
______________________________
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