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Exhibit 10.2
FIRST AMENDMENT TO
▇▇▇▇▇▇▇ COMPUTER SERVICES, INC. BENEFIT TRUST
FIRST AMENDMENT, effective as of October 31, 1997, to ▇▇▇▇▇▇▇ COMPUTER
SERVICES, INC. BENEFIT TRUST, made and entered into as of December 8, 1995, by
and between ▇▇▇▇▇▇▇ COMPUTER SERVICES, INC., a Delaware corporation
(hereinafter referred to as the "Company"), and THE NORTHERN TRUST COMPANY, as
Trustee (hereinafter referred to as "Trustee").
RECITALS
The Company and Trustee have entered into the ▇▇▇▇▇▇▇ Computer Services,
Inc. Benefit Trust (the "Agreement"), for the purposes stated therein. The
Company, with the consent of the Trustee, may amend the Agreement pursuant to
Section 9.1 thereof. The Company desires to amend the Agreement as set forth
below and the Trustee has consented thereto.
AGREEMENTS
IN CONSIDERATION OF the foregoing and the mutual undertakings described
herein, the Agreement is hereby amended as follows:
1. Section 1.5, Delivery of Funds, is amended in its entirety to read:
"Section 1.5. Delivery of Funds. (a) Concurrently with the
execution and delivery of this Agreement, the Company has delivered to the
Trustee such amount of cash, marketable securities or other property as they
may agree, to be held in the fund.
(b) The Company shall deliver to the Trustee such amount of cash,
common stock ("Company Common Stock") or other securities issued by the Company
("Company Securities") or marketable securities as the Company deems necessary,
in its sole discretion, to fund amounts of required contributions under the
Plans.
(c) Immediately after the occurrence of a Material Change, the
Company shall deliver to the Trustee, to be held in the Fund, cash, Company
Common Stock, Company Securities or marketable securities or other property
having a fair market value (or any combination thereof) equal to the amounts
which are required to be contributed by the Plans."
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2. The first paragraph of Section 1.6, The Plans, is amended in its
entirety to read:
"Section 1.6. The Plans. For purposes of this Agreement,
the term "Plans" shall refer to the plans and agreements set forth
on Schedule A hereto. At any time prior to a Material Change (as
hereinafter defined), the Company may, by written notice to the
Trustee amending Schedule A, cause additional plans or agreements
to become plans subject to this Agreement. Upon and after a
Material Change, the Company may not add any additional plans or
agreements to this Agreement, unless the Trustee consents in
writing to any such additions."
3. Article V, INVESTMENT OF FUND, is amended in its entirety to read:
"ARTICLE V
INVESTMENT OF FUND
Contributions by the Company to the Trust may be in the form
of cash, Company Common Stock, Company Securities, marketable
securities, life insurance policies or other property acceptable
to the Trustee. Assets transferred to the Trust by the Company in
the form of property other than cash shall be held by the Trustee
in kind, unless the Trustee reasonably determines that funds are
needed to make payments hereunder. Cash paid to the Trustee shall
be invested as the Trustee shall reasonably determine in
accordance with the considerations set forth in the preceding
sentence. Notwithstanding the foregoing two sentences to the
contrary, prior to the occurrence of a Material Change, the
Company may by notice to the Trustee, assume investment
responsibility for any portion of or all of the Trust Assets (and
shall be deemed to have assumed such responsibility with respect
to any Company Common Stock, Company Securities, and any insurance
policies or contracts held in the Trust) and the Trustee shall act
with respect to such assets only as directed by the Company;
provided however, that after the occurrence of a Material Change,
such notice shall be revoked and the Company shall no longer be
deemed to have assumed any such responsibility. After the
occurrence of a Material Change, the Trustee shall assume
investment responsibility of the Trust Assets, which shall be
invested to achieve stable income consistent with preservation of
capital and prudent risk taking into account the payment
obligation of the Trust. In furtherance of the preceding sentence,
after the occurrence of a Material Change, the Trustee may sell
any Assets transferred to the Trust by the Company in the form of
property other than cash. The Trustee is expressly empowered to
borrow (as directed by the Company) against the cash surrender
value of any life insurance policy for the purpose of paying
premiums on life insurance policies or for the payment of
benefits, whether or not such premiums or benefit payments are for
the benefit of the individual insured by such policy. The Company
shall have the power to reacquire part or all of the assets
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held in the Fund at any time by simultaneously substituting for it
other readily marketable property of equivalent value, net of any
estimated costs of disposition. The Trustee shall not be liable
as a result of its retaining any investment, nor for any loss to
or diminution of the Trust assets resulting from any such action."
4. Paragraph (iii) of Section 6.1, Trustee's Powers, is amended in its
entirety to read:
"(iii) to vote in person or by general or limited proxy, or
refrain from voting, any securities for any purpose in the event
that such securities shall be entitled to vote with respect to any
matter, to exercise or sell any conversion rights; to consent to
and join in or oppose any reorganization, consolidation, merger,
recapitalization, spin-off, combination or any other change in the
corporate structure of the issuer of any securities held by the
Trustee or any exchange of such securities for other securities or
cash, and in connection therewith to deposit and accept and hold
other securities or cash received therefor, provided, however,
that with respect to any Company Common Stock or Company
Securities, the Trustee shall vote or take such actions necessary
to reflect the aggregate directions of the Beneficiary with
respect to whom such securities are held, with such directions to
be provided through the mechanism substantially identical to the
mechanism then in effect for the pass-through voting of the
Company's Profit Sharing and Retirement Plan;"
4. The Trust is amended by adding Schedule A thereto in the form attached
hereto as Appendix A.
5. In all other respects, the Trust shall remain in full force and effect
in accordance with its terms.
IN WITNESS WHEREOF, the Company and the Trustee, to evidence the adoption
of this First Amendment to the ▇▇▇▇▇▇▇ Computer Services, Inc. Benefit Trust
have each caused this First Amendment to be signed by their duly authorized
officers, all as of the day and year first above written.
▇▇▇▇▇▇▇ COMPUTER SERVICES, INC.
ATTEST:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Assistant Secretary Vice President and Chief Financial
Officer
ATTEST: THE NORTHERN TRUST COMPANY
/s/ M. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. Brick
------------------------------------ ------------------------------------
Title: Vice President Title: Second Vice President
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APPENDIX A TO FIRST AMENDMENT
SCHEDULE A TO THE ▇▇▇▇▇▇▇ COMPUTER SERVICES, INC. BENEFIT TRUST
List of Plans and Agreements Subject to the Trust
Pursuant to Section 1.6 of the ▇▇▇▇▇▇▇ Computer Services, Inc. Benefit
Trust, as of October 31, 1997, the following plans and agreements are subject
to the Trust:
(1) ▇▇▇▇▇▇▇ Computer Services, Inc. Deferred Compensation/Capital
Accumulation Plans, for the years 1988, 1989, 1990, 1991, 1993,
1994, 1995, 1996, 1997 and 1998.
(2) ▇▇▇▇▇▇▇ Computer Services, Inc. Supplemental Profit Sharing
Plan.
(3) ▇▇▇▇▇▇▇ Computer Services, Inc. Supplemental Retirement Plan.
(4) ▇▇▇▇▇▇▇ Computer Services, Inc. Executive Incentive Plan.
(5) ▇▇▇▇▇▇▇ Computer Services, Inc. Long-Term Performance Plan.
(6) Pension arrangement for ▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to agreement
dated October 1, 1959, as amended.
(7) Pension arrangement for ▇▇▇▇ ▇▇▇▇▇ pursuant to agreement
dated January 30, 1980.
(8) Benefits payable under the ▇▇▇▇▇▇▇ Computer Services, Inc.
Retirement Plan for Outside Directors (dated November 16, 1988, as
amended by Amendment No. 1 thereto dated March 11, 1996) for ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
and ▇▇▇▇ ▇▇▇▇▇▇▇.
(9) Pension arrangement for R. ▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to letter
agreement dated March 19, 1996.
(10) Benefits payable under the Deferred Compensation Account and
Supplemental Retirement Benefit provisions of the Employment
Agreement and Change of Control Agreement between the Company and
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ dated as of July 1, 1997.
(11) Benefits payable under the Supplemental Retirement Benefits
provisions of the Fourth Amended and Restated Agreement dated
January 1, 1993, as further amended, between the Company and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
