Exhibit 10(b)
AMENDMENT TO TRUST AGREEMENT
Schering-Plough Corporation, a corporation organized and
existing under the laws of New Jersey ("Company"), pursuant to a
resolution of its Board of Directors, hereby amends the trust
agreement entered into on January 1, 1989 between it and The
First National Bank of Chicago, as trustee ("Trust"), and under
which The Northern Trust Company has been appointed as successor
trustee, as follows:
1. By adding the following sentence to the beginning of
Section 1.4: "The Company shall be responsible for maintaining
records for individual Participant Accounts within the Trust.
The Company may appoint a third-party recordkeeper (the Company,
in such capacity, or such third-party being hereinafter referred
to as the "Recordkeeper") to carry out various recordkeeping
responsibilities as indicated in this Agreement."
2. By substituting "Recordkeeper" for "Trustee" wherever
such word appears in Section 1.4, with the exception of line 19
and the first reference to "Trustee" in line 21, of such section.
3. By adding "("Insolvency Notice")" after the words
"prompt written notice of any event of the Company's insolvency"
in the third sentence of Section 2.1.
4. By substituting the following for the fourth sentence
of Section 2.1: "If the Trust Department of the Trustee receives
written allegations of an event of insolvency from a third party
considered by the Trustee to be reliable and responsible, the
Trustee shall promptly forward a copy of such allegations to the
Company. If the Trustee does not receive an Insolvency Notice
from the Company within fifteen days following receipt by the
Company of such allegations, then the Trustee shall request that
the Company's independent auditors determine whether the Company
is insolvent. The Trustee may conclusively rely on written
certification of solvency or insolvency received from such
auditors."
5. By substituting the following for the first sentence of
Section 3.1: "Except for the records dealing solely with the
aggregate Trust Fund and the aggregate Investment Funds
hereunder, which shall be maintained by the Trustee, the
Recordkeeper shall maintain all Plan Participant records
contemplated by this Agreement, including the Participants'
Accounts and the maintenance of Participants' Plan interests."
6. By modifying Section 3.2 to read as follows: "Upon the
establishment of this Trust or as soon thereafter as practicable,
the Company shall furnish to the Recordkeeper, with a copy to the
Trustee, all the information necessary for the Recordkeeper to
determine the benefits payable to with respect to each
Participant in the Plans, including any benefits payable after
the Participant's death and the recipient of same. The Company
shall regularly, at least annually, furnish revised updated
information to the Recordkeeper, with a copy to the Trustee. In
addition, the Company shall prepare an annual benefits statement
in respect of each Participant and shall furnish a copy of same
to the Participant or his beneficiary, the Recordkeeper and the
Trustee. In the event the Company refuses or neglects to provide
updated Participant information, as contemplated herein, the
Recordkeeper shall be entitled to rely upon the most recent
information furnished to it by the Company in making its
determinations of benefits payable."
7. By substituting "Recordkeeper" for "Trustee" in
Sections 3.3 and 3.4, provided that: (a) line 17 of Section 3.3
shall be amended to read as follows: "mation, the Recordkeeper
shall direct the Trustee to commence cash distributions from",
and that (b) line 4 of the last paragraph of Section 3.4 shall be
amended to read as follows: "established hereunder, the
recordkeeper shall direct the Trustee to hold or distribute."
8. By substituting "Trustee" for "Company" in the last
sentence of Section 3.3.
9. By adding to Section 4.1: "The Trustee shall be fully
protected in acting in accordance with directions of the
Recordkeeper."
10. By modifying Section 4.3 to read as follows: "The
Company shall indemnify and hold harmless the Trustee for any
liability or expense, including without limitation reasonable
attorneys' fees, incurred by the Trustee with respect to holding,
managing, investing or otherwise administering the Fund or
carrying out its duties hereunder, except to the extent that such
liabilities or expenses arise from actions constituting
negligence or willful misconduct by the Trustee under this
Agreement."
11. By inserting the following between "year;" and "and" in
line 28 of Section 5.3: "in addition, the Trustee may for such
short term purposes invest in money market portfolios of mutual
funds, including those for which the Trustee serves as advisor;".
12. By adding the following language to the end of the
seventh sentence of Section 5.3: "or solely as a result of the
performance of the Trustee or its officers, employees or agents,
of any custodial, reporting, recording or bookkeeping functions
with respect to any such investment account, except to the extent
that such performance constituted negligence or willful
misconduct on the part of the Trustee."
13. By substituting "Recordkeeper" for "Trustee" in lines 3
and 14 in Section 11.4.
14. By adding the following sentence after the second
sentence of Section 11.8:
"The Trustee shall act in accordance with the Company or
Recordkeeper's instructions in making any such distribution
hereunder."
The Company executes this amendment to the Trust effective
this 31st day of January, 1997.
SCHERING-PLOUGH CORPORATION
By: /s/Xxxxx X. Xxxxxx
Acknowledged: Its: Staff V.P. - Assistant Treasurer
THE NORTHERN TRUST COMPANY,
as Trustee
By: /s/Xxxxxxxxxxx X. Xxxxx
Its: Vice President
