RESOLUTIONS DATED JULY 22, 1999 AND MARCH 16, 2000 AMENDING THE GRANTOR TRUST
July 22, 1999
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RESOLVED, that, effective July 22, 1999, the Trust Agreement dated as of
September 15, 1994 between Xxxxxxx Purina Company and Wachovia Bank of North
Carolina, N.A., be, and it hereby is, amended, subject to consent of the
Trustee, as follows:
1. to provide that, each time the present value of liabilities of plans and
programs set forth on Schedule 1 to the Trust is calculated for purposes of
meeting the Company's funding obligations of the Trust, the discount rate
assumption shall be no higher than the 30-year U.S. Treasury bond yield as
published in the Wall Street Journal or another general circulation newspaper,
coincident with or immediately following each effective date for calculating
such liabilities; and that the Trust may not hereafter be amended to permit a
higher rate to be used without the consent of a majority of the participants and
beneficiaries in each Class of plans and programs set forth on Schedule 1 to the
Trust;
2. to permit the calculation of present value of liabilities of plans and
programs set forth on Schedule 1 to the Trust, for purposes of meeting the
Company's funding obligations of the Trust, effective as of such date or dates,
in addition to December 31 each year, as the Company or the Trustee believe
necessary or desirable; and
3. to add the Company's Leveraged Incentive Plans to the benefit plans and
programs listed on Schedule 1 to the Trust, and to treat such additions as
belonging to Class 7 for purposes of priority of payment; and
FURTHER RESOLVED, that the Chief Executive Officer, any Corporate Vice President
and the Vice President, Administration, or each of them, be, and they hereby
are, authorized to do any and all acts and to execute any and all documents
they, or any of them, deem necessary or desirable to effect the foregoing
amendments; and
FURTHER RESOLVED, that the Chief Executive Officer or his delegee is authorized
on behalf of the Company to determine from time to time such date or dates, in
addition to December 31 each year, as of which the present value of liabilities
of plans and programs set forth on Schedule 1 to the Trust shall be calculated
for purposes of meeting the Company's funding obligations with respect to the
Trust.
March 16, 2000
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RESOLVED, that, effective March 16, 2000, the Trust Agreement dated as of
September 15, 1994 between Xxxxxxx Purina Company and Wachovia Bank of North
Carolina, N.A., be, and it hereby is, amended substantially as follows:
Section 1(k) shall be deleted and the following substituted therefor:
"(k) Assets contributed by Company (including, but not limited to, assets
substituted by Company pursuant to Section 5(a)) at any time to the Trust must
be (i) in the opinion of Trustee, liquid or easily liquidated; and (ii) in the
case of equity securities, including Common Shares, traded on a national
securities exchange or on the Nasdaq National Market System. Debt securities
must be at least "investment grade", as that term is commonly used by debt
rating agencies. Subject to the foregoing requirements, prior to a Change of
Control, Company may satisfy its obligations to fund, and to maintain the funded
status of, the Trust, in whole or in part, by contributing or substituting (iii)
equity securities of Company; and/or (iv) by contributing or substituting the
Company's commercial paper if it has a rating of A2/P2 or better; has a term of
no more than 45 days to maturity; and no other commercial paper of Company has
been contributed or substituted within the previous 365 days. After a Change of
Control, Company may not contribute or substitute debt or equity securities of
any Affiliate or Associate."
FURTHER RESOLVED, that X. X. XxXxxxxx, X. X. Xxxxxxxx and X. X. Xxxxxx be, and
each of them hereby is, authorized to do any and all acts and execute any and
all documents they, or any of them, deem necessary or desirable to effect the
foregoing amendment substantially in the form presented.
The Board also approved management's recommendation to amend the investment
guidelines of the Trust substantially in the form as exhibited at the meeting
and attached to these minutes as Exhibit A.
