EXHIBIT 10.31
TRUST AGREEMENT
THIS TRUST AGREEMENT is made as of the 30th day of April, 2001, by and
between United States Fire Insurance Company, a New York corporation, with a
place of business at 000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 (hereinafter
referred to as the "Employer"), and AMVESCAP NATIONAL TRUST COMPANY, a National
Trust Bank organized under the laws of the United States (hereinafter referred
to as the "Trustee").
WITNESSETH:
WHEREAS, the Employer has established and sponsors an Internal Revenue Code
of 1986, as amended (hereinafter referred to as the "Code") Section 401(k)
profit sharing plan, known as The Individual Retirement Plan of United States
Fire Insurance Company (hereinafter referred to as the "Plan"), for the purpose
of providing retirement and related benefits for certain employees of the
Employer and their beneficiaries; and
WHEREAS, a committee of at least three individuals (hereinafter referred to
collectively as the "Administrator") has been appointed pursuant to the
provisions of the Plan to administer the same; and
WHEREAS, the Plan calls for the establishment of a trust to which
contributions can be paid from time to time under Code Section 401(a), and which
is exempt from income taxation under Section 501 of the Code; and
WHEREAS, as of April 30, 2001, X. Xxxx Price (the "Prior Trustee") served
as trustee under the terms of the Trust Agreement between the Employer and the
Prior Trustee dated August 13, 1998 (hereinafter the "Prior Trust Agreement");
and
WHEREAS, the Employer wishes to (a) appoint the Trustee as successor
trustee of the Plan as of May 1, 2001, and (b) define and limit the Trustee's
powers, duties and responsibilities to those specifically provided herein; and
WHEREAS, the Employer desires the Trustee to hold and administer the funds
of the trust and any future amounts contributed by the Employer to the Plan, and
the Trustee is willing to do so on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the parties hereto hereby agree as follows:
ARTICLE I -- CONTRIBUTIONS
A. The Trustee shall hold all property received by it as Trustee and any
property into which the same or any part thereof may from time to time be
converted, together with the income thereon (all such property being
hereinafter called the "Trust Fund") IN TRUST, without distinction between
the principal and income thereof, and shall apply the same, after the
payment of all necessary expenses, for the exclusive benefit of certain
employees and their beneficiaries. The Trustee shall accept any cash, and
may accept any other property, contributed pursuant to the terms of the
Plan, but shall not be under any duty nor have any right to require the
Employer to contribute to the Trust Fund or to determine whether the amount
of any contribution hereunder has been correctly computed under the terms of
the Plan.
B. The Employer hereby agrees to provide to the Trustee within ninety (90) days
of the date of this Agreement, a full and complete written accounting from
the Prior Trustee as of the date of this Agreement setting forth all
investments, receipts, disbursements, allocations, and other transactions
effected by the Prior Trustee during the period beginning on the first day
of the current Plan year and ending on the date of this Agreement, and
certified as to the accuracy of the information contained therein.
1
ARTICLE II -- POWERS AND DUTIES OF TRUSTEE
A. Nondiscretionary Trustee
The Trustee shall be a nondiscretionary trustee. The Trustee shall have no
discretion or authority with respect to the investment of the Trust Fund
and shall act solely as a directed trustee of the finds contributed to the
Trust Fund.
B. Investment Directions
The Trustee shall effect and change investment of the Trust Fund pursuant
to proper directions as and when reported to the Trustee. If participant
direction of investments is permitted under the Plan, the Administrator
shall establish procedures for a participant's proper direction of
investment. The Trustee shall neither effect nor change any such
investments without proper direction, and shall have no right, duty, or
responsibility to recommend investments or investment changes.
The Employer or Administrator may designate such number of separate
accounts as it, in its sole discretion, determines, for the investment of
the Trust Fund. The Employer shall establish and deliver to the Trustee a
Funding Policy setting forth the investment options to be available and
allowable for investment of the Trust Fund.
C. Investment Manager
The Employer may from time to time in its sole discretion appoint, an
investment manager as defined in Section 3(38) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). The Employer shall
notify the Trustee of any appointment of an investment manager by
delivering to the Trustee an executed copy of the instrument under which
the investment manager was appointed to act as such hereunder and shall
specify to the Trustee that portion of the Trust Fund which shall be
subject to investment management. During the term of such appointment, the
investment manager shall have the sole responsibility for the investment
and reinvestment of that portion of the Trust Fund subject to its
investment management. The Trustee may maintain a separate account within
the Trust Fund for the assets of the Trust Fund subject to investment
management. The Employer may terminate its appointment of an investment
manager at any time and shall in writing notify the Trustee of such
termination. Any investment manager shall exercise such of the powers
enumerated in Section D and otherwise contained in this Agreement with
respect to that portion of the Trust Fund subject to its investment
management as may be provided in the instrument under which the investment
manager was appointed to act as such hereunder.
D. Investment Authority
The Trustee, as a directed trustee, is authorized and empowered with the
following rights, powers and duties, each of which the nondiscretionary
Trustee exercises solely as directed Trustee in accordance with the
direction of the Employer, Administrator, participant, or Investment
Manager, as the case may be:
1. to invest all or any part of the assets of the Trust in any
collective investment trust or group trust which provides for the
pooling of the assets of plan described in Code Section 401(a) and
exempt from tax under Code Section 501(a). The provisions of the
documents governing such collective investment trusts or group
trusts, as amended from time to time, shall govern any investment
therein and are adopted by and made a part of the Plan and this Trust
Agreement. If this Trust fails to be treated as tax-exempt under the
Code or loses its status as such, the Employer shall immediately so
notify the Trustee and the Trustee shall, without further notice or
direction, remove the Trust assets from any such collective
investment trust or group trust maintained by the Trustee, its
affiliates, or other entity;
2. to invest and reinvest the Trust Fund in securities (including
qualifying employer securities ("Employer Stock") as defined in
Section 407(d) of ERISA) or other property, real or personal, within
or without the United States, including, without limitation,
interests or part interests in any bond and mortgage or note and
mortgage, certificates of deposit, commercial paper and other
short-term or demand obligations, secured or unsecured, whether
issued by governmental or quasi- governmental
2
agencies or corporations or by any firm or corporation. Notwithstanding
the foregoing, the Trustee shall not make investments in securities or
other property outside the United States unless (i) the indicia of
ownership thereof are held within the jurisdiction of the District
Courts of the United States or (ii) the Secretary of the Department of
Labor shall have granted the Trustee permission to make such investments
and in no event shall anything contained herein be deemed to purport to
authorize any investment or reinvestment in violation of the
requirements of ERISA;
3. to enter into one or more insurance contracts with one or more legal
reserve life insurance companies and, subject to the provisions of
this Agreement, to remit any payments which it may receive hereunder
to any such insurance company, and to delegate powers in connection
with the administration of the portion of the Trust Fund invested in
any such insurance contract, to the insurance company issuing such
insurance contract;
4. to sell property at public or private sale for cash or upon credit or
partly for cash and partly upon credit and upon such terms and
conditions as it shall deem proper. No purchaser shall be bound or
liable for the application of the proceeds of any such sale;
5. to exchange any securities or property held by it for other
securities or property, or partly for such securities or property and
partly for cash, and to exercise conversion, subscription, option and
similar rights with respect to any securities held by it, and to make
payments in connection therewith;
6. to vote in person or by proxy at corporate or other meetings and to
participate in or consent to any voting trust, reorganization,
dissolution, merger or other action affecting any securities in its
possession or the issuers thereof, and to make payments in connection
therewith;
7. to improve any real property;
8. to acquire, hold or dispose of property in unregistered form, or in
its name without designation of fiduciary capacity, or in the name of
its nominee, to deposit any property in a depository or clearing
corporation and to deposit with the federal reserve bank in its
district any securities the principal and interest of which the
United States or any department, agency or instrumentality thereof
has agreed to pay or has guaranteed payment;
9. to compromise and adjust all debts or claims due to or made against
it;
10. to make distributions in cash or in specific property, real or
personal, or an undivided interest therein, or partly in cash and
partly in such property in accordance with the terms of the Plan; and
11. to retain in cash so much of the Trust Fund as the Administrator may
direct to satisfy liquidity needs of the Plan and to deposit any cash
held in the Trust Fund in any bank or savings account or short term
investment fund.
E. Voting of Employer Stock
Each Plan participant (as defined under the terms of the Plan), as a named
fiduciary within the meaning of Section 403(a)(1) of ERISA, shall be
entitled to direct the Trustee with respect to the vote of any shares of
Employer Stock held in his account or represented by units of an Employer
Stock Fund credited to his account (including fractional shares or units as
the case may be) as of the shareholder record date for such vote, and the
Trustee shall follow the directions of such participant. To the extent that
the Trustee does not receive timely instructions from a participant who has
the authority pursuant to the preceding sentence to instruct the Trustee to
vote the shares allocated or units of the Employer Stock Fund credited to
his account, such participant, as a named fiduciary within the meaning of
Section 403(a)(1) of ERISA, shall be deemed to have timely instructed the
Trustee to vote such shares, or the shares represented by such units, as
the case may be, in same manner as all other participants who in fact
timely instruct the Trustee. The Trustee shall vote all unallocated shares
of Employer Stock and shares of Employer Stock represented by units of the
Employer Stock Fund which are not credited to participants' accounts,
against the proposal on which the vote is being taken as such proposal is
set forth in the proxy or other materials distributed to stockholders of
the Employer. Written notice of any meeting of stockholders of the Employer
or other occasion for the
3
exercise of voting or other rights and a request for voting instructions,
together with a description of the consequences of a participant failing to
provide timely instructions with respect to the exercise of such voting or
other rights, shall be given by the Employer in such manner as the Trustee
shall determine, to each participant entitled to give instructions for
voting such shares of Employer Stock on such occasion, within the time for
furnishing such notice to stockholders of the Employer.
F. Shareholder Rights in the Event of a Tender Offer
In the event a tender offer is made generally to the shareholders of the
Employer to transfer all or a portion of their shares of stock in return for
valuable consideration, including but not limited to, offers regulated by
Section 14(d) of the Securities Exchange Act of 1934, each participant,as a
named fiduciary within the meaning of Section 403(a)(1) of ERISA, shall be
entitled to direct the Trustee with respect to the sale, exchange or
transfer of shares of Employer Stock held by the Trustee and allocated to
such participant's account or represented by units of the Employer Stock
Fund credited to such participant's account (including fractional shares or
such units, as the case may be), and the Trustee shall follow the directions
of such participant. To the extent that the Trustee does not receive timely
instructions from a participants who has the authority pursuant to the
preceding sentence to instruct the Trustee to tender or exchange either the
shares allocated to his account or the shares represented by the units of
the Employer Stock Fund credited to his account, such participant, as a
named fiduciary within the meaning of Section 403(a)(1) of ERISA, shall be
deemed to have timely instructed the Trustee not to tender or exchange such
shares of Employer Stock allocated to his account or the shares represented
by the units of the Employer Stock Fund credited to such participant's
account. Written notice of any tender offer and a request for tender
instructions, together with written notice of the consequences of a
participant's failure to provide timely instructions with respect to the
sale, exchange or transfer of such shares of Employer Stock, shall be given
by the Employer, in such manner as the Trustee shall determine, to each
participant entitled to give tender instructions for such shares of Employer
Stock, within the time for furnishing such notice to stockholders of the
Employer. With respect to the tender or exchange of all unallocated shares
of Employer Stock and shares of Employer Stock represented by units of the
Employer Stock Fund which are not credited to participants' accounts, the
Trustee shall not tender or exchange such shares of Employer Stock. A
participant shall not be limited in the number of instructions to tender or
withdraw from tender after a reasonable time established by the Trustee.
Notwithstanding anything contained herein to the contrary, with respect to
proceeds from the sale of any shares of Employer Stock sold pursuant to this
paragraph, the Trustee shall invest the proceeds as directed by the
participant among the investment options then available under the Plan.
G. Funding Policy
The Employer shall advise the Trustee in writing of any funding policy and
method which has been established to carry out the objectives of the Plan
and shall promptly advise the Trustee of any changes therein and the Trustee
shall be obligated to follow such policy and method.
ARTICLE III -- PAYMENT OF FUNDS
A. Subject to the provisions of Article XI hereof, the Trustee shall from time
to time withdraw, pay or transfer cash or other property from the Trust Fund
to such persons, in such amounts, and in such manner as the Administrator
may direct.
B. Orders from the Administrator need not specify the purpose of the payments
so ordered, and the Trustee shall not be responsible in any way respecting
the purpose or propriety of such payments or for the administration of the
Plan. Any such order shall constitute a certification that the payment
directed is one which the Administrator is authorized to direct.
The Trustee shall be under no duty to enforce payment of any contribution
and shall not be responsible for the adequacy of the Trust Fund to meet and
discharge any liabilities under the Plan. It is expressly understood that
the duties and obligations of the Trustee shall be only those expressly
stated in this
4
Agreement. If a dispute arises as to who is entitled to or should receive
any benefit or payment, the Trustee may withhold or cause to be withheld
such payment until the dispute has been resolved.
C. In the event that any payment ordered by the Administrator shall be mailed
by the Trustee by registered mail directed to the person specified in such
order at the latest address of such person filed with the Administrator, and
shall be returned to the Trustee because such person cannot be located at
such address, the Trustee shall promptly notify the Administrator of such
return. Upon the expiration of sixty (60) days after such notification such
order shall become void, and unless and until a further order of the
Administrator is received by the Trustee with respect to such payment, the
Trustee shall thereafter continue to administer the Trust Fund as if such
order had not been made by the Administrator. The Trustee shall not be
obligated to search for or ascertain the whereabouts of any such person (or
his duly appointed representative).
ARTICLE IV -- RETURN OF FUNDS TO EMPLOYER
A. Except as provided below, no part of the Trust Fund shall at any time prior
to the satisfaction of all liabilities with respect to the participants in
the Plan and their beneficiaries be used for, or diverted to, purposes other
than the exclusive benefit of such participants and their beneficiaries and
for the defraying of the reasonable expenses of the Trust Fund. The
investments of this Trust shall not be subject to garnishment, attachment,
levy or execution of any kind for the debts or defaults of the Trust or of
any person having or claiming to have any interest in the Trust. The Trust's
investments shall not be assignable in whole or in part by the Trust or by
any person having or claiming to have any interest in the Trust, except that
the interest in this Trust held by the Trustee may be transferred to a
successor Trustee.
B. In the case of a contribution that is made by the Employer by a mistake of
fact, Section A above shall not prohibit the return to the Employer at the
direction of the Administrator of such contribution within one year after
the payment of the contribution.
C. If a contribution by the Employer is expressly conditioned on the initial
qualification of the Plan under Section 401 of the Code, and if the Plan
does not initially qualify, then Section A above shall not prohibit the
return to the Employer at the direction of the Administrator of such
contribution within one year after the date of denial of qualification of
the Plan.
D. If a contribution by the Employer is expressly conditioned upon the
deductibility of the contribution under Section 404 of the Code, then to the
extent the deduction is disallowed, Section A above shall not prohibit the
return to the Employer at the direction of the Administrator of such
contribution (to the extent disallowed) within one year after the
disallowance of the deduction.
E. In the case of the termination of the Plan, any residual assets of the Plan
may be distributed to the Employer at the direction of the Administrator if
all liabilities of the Plan to participants and their beneficiaries have
been satisfied and the distribution does not contravene any provision of the
law.
ARTICLE V -- STANDARD OF CONDUCT
A. The Trustee shall discharge its duties hereunder with the care, skill,
prudence and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would
use in the conduct of an enterprise of a like character and with like aims.
The Trustee shall execute all trades hereunder subject to best qualitative
execution such that the price shall be considered but shall not solely
dictate execution. The Trustee (or any investment manager appointed pursuant
to Article II hereof) shall not engage in any transaction which it knows or
should know is in violation of any provision of Section 406 of ERISA.
Notwithstanding the foregoing, the Trustee (or any investment manager
appointed pursuant to Article II hereof) may, in accordance with any
appropriate exemption provided under ERISA or upon the approval of the
Secretary of the Department of Labor, enter into any transaction otherwise
prohibited under Section 406 of ERISA.
5
B. The Trustee may consult with counsel, who may be counsel for the Employer or
Administrator or for the Trustee, in its individual capacity, and shall not
be deemed imprudent by reason of its taking or refraining from taking any
action in accordance with the opinion of counsel. The Trustee shall not be
required to give any bond or any other security for the faithful performance
of its duties under this Agreement, except as required by law.
To the extent permitted by law, the Trustee shall not be liable for any loss
to or diminution of the Trust Fund resulting from any action taken or
omitted except if due to the failure of the Trustee to act to fulfill its
obligation hereunder (including but not limited to the obligation to make
investments as directed by Plan participants as requested by the
Administrator) with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of
a like character and with like aims.
ARTICLE VI -- RECORDS
The Trustee shall keep records of all transactions relating to the Trust
Fund, which shall be made available at all reasonable times to any persons
designated by the Administrator or as may otherwise be required by law. The
Trustee shall render to the Employer and the Administrator an accounting
annually within ninety (90) days after receipt of the final Plan year end
contributions. The Trustee shall file with the Employer a written accounting
setting forth all investments, receipts, disbursements and other transactions
effected by it during the year ending on such date (but not including any part
of such year for which such an accounting has previously been filed) and
certified as to the accuracy of the information set forth therein. The
Administrator may approve such accounting for the Employer and itself by an
instrument in writing delivered to the Trustee. In the absence of the
Administrator filing with the Trustee objections to any such accounting within
one hundred twenty (120) days after its receipt, the Administrator shall be
deemed to have so approved such accounting on behalf of itself and the Employer
except as to any act or transaction that the Administrator cannot reasonably be
expected to have discovered after reviewing such accounting with the care,
skill, diligence and prudence expected of persons in the position and with the
knowledge of the Administrator. In such case, or upon the written approval of
the Administrator of any such accounting, the Trustee shall, to the extent
permitted by applicable law, be discharged from all liability to the
Administrator and the Employer for its acts or failures to act described by such
accounting except for a negligent, willful or other breach of duty under ERISA
on the part of the Trustee. Except to the extent otherwise provided in Sections
502 and 504 of ERISA, no person other than the Employer or the Administrator may
require an accounting or bring any action against the Trustee with respect to
the Trust Fund. The Trustee shall render to the Administrator, at least
quarterly, a statement of the Trust Fund assets and their values and, whenever a
contribution is made to the Trust Fund other than in cash, a statement of the
value of such property on the date it is received by the Trustee. The Trustee
shall render to the Employer and the Administrator an accounting within one
hundred twenty (120) days after the effective date of the removal or resignation
of the Trustee.
The "valuation date" for the Trust Fund and for each investment fund within
the Trust Fund shall be each day on which the New York Stock Exchange is open.
ARTICLE VII -- INSTRUCTIONS FROM EMPLOYER AND ADMINISTRATOR
Instructions and directions under this Agreement may be in writing signed
by an authorized person or may be in a tested communication effected between
electro-mechanical or electronic devices or by such other means as may be agreed
or customary between the Employer, Administrator and Trustee (including, without
limitation, oral instructions promptly followed by a written confirmation of
such oral instructions). The Employer shall certify to the Trustee the names of
the persons from time to time constituting the Administrator and those
authorized to give instructions on behalf of the Employer and the Administrator.
If the Administrator is not so identified, the Trustee shall rely solely upon
the Employer. The Trustee shall be entitled to rely without further inquiry upon
all such instructions shall be held harmless in relying upon such instructions.
6
ARTICLE VIII -- COMPENSATION FOR TRUSTEE
The Trustee shall be entitled to receive such reasonable compensation for
its services as may be agreed upon between the Administrator and the Trustee.
Such compensation, reasonable attorneys' fees incurred in the administration of
the Trust Fund and all taxes levied or assessed against the Trust Fund shall be
paid out of the Trust Fund unless paid by the Employer and, until paid, shall
constitute a charge upon said Trust Fund. In addition, the Trustee's ability to
earn income on amounts held hereunder in non-interest bearing transaction
accounts for processing receipts and disbursements has been taken into
consideration in establishing the Trustee's compensation hereunder. The Trustee
shall be entitled to retain any such income as a part of the Trustee's agreed
compensation hereunder, and such income shall not be or become a part of the
assets of the Plan.
ARTICLE IX -- INDEMNIFICATION
The Employer and the Administrator shall indemnify and hold harmless the
Trustee and its shareholders, directors, officers, employees and agents from and
against any and all claims, losses, damages, expenses and liabilities
(including, without limitation, any amounts paid in settlement and reasonable
attorneys' fees) arising either prior to the execution of this agreement, after
termination of this agreement, or from the Trustee's action or failure to act
under the Plan and Trust, unless such liability arises either from the Trustee's
gross negligence, willful misconduct or dishonesty in the performance of its
duties, or from the Trustee's violation of the standard of conduct to which it
is subject under Article V.A. above. The exception to indemnification contained
in the last clause of the preceding sentence shall not preclude indemnification
of the Trustee with respect to any action taken by the Trustee, or any failure
to act, if the action taken or the failure to act was directed by the
Administrator, the Employer or any investment manager, and the Trustee
reasonably relied on such direction.
The Trustee shall indemnify and hold harmless the Employer and the
Administrator, and their respective shareholders, directors, officers, employees
and agents, from and against any and all claims, losses, damages, expenses and
liabilities (including, without limitation, any amounts paid in settlement and
reasonable attorneys' fees) from the Trustee's action or failure to act under
the Plan and Trust, to the extent that such liability arises either from the
Trustee's gross negligence, willful misconduct or dishonesty in the performance
of its duties, or from the Trustee's violation of the standard of conduct to
which it is subject under Article V.A. above. The indemnification obligation
contained in the preceding sentence shall not extend to any action taken by the
Trustee, or any failure to act, if such action taken or failure to act was
directed by the Administrator, the Employer or any investment manager, and the
Trustee reasonably relied on such direction.
ARTICLE X -- RESIGNATION OR REMOVAL OF TRUSTEE
The Trustee may resign at any time by giving ninety (90) days' prior
written notice to the Employer. The Employer may remove the Trustee at any time
by giving written notice to the Trustee. In the case of the resignation or
removal of the Trustee, the Employer shall appoint a successor Trustee. Upon the
resignation or removal of the Trustee and the appointment of a successor
Trustee, the Trustee shall account for the administration of the Trust Fund up
to the date of its resignation or removal in the manner provided in Article VI
hereof and, upon the approval of such account, shall transfer to the successor
Trustee all of the assets then constituting the Trust Fund. The term "Trustee"
as used in this Agreement shall be deemed to apply to any successor Trustee
acting hereunder.
ARTICLE XI -- AMENDMENT
The parties hereto may amend in writing all or any part of this Agreement,
except Article IV, at any time and from time to time; provided, however, that
any amendment shall not be effective until the instrument of amendment has been
submitted to the Trustee and the Trustee shall have executed such instrument.
7
ARTICLE XII -- TERMINATION OF AGREEMENT
This Agreement and the Trust hereby created may be terminated at any time
by the Employer by written notice, executed and acknowledged so as to authorize
it to be recorded in the State of Colorado and delivered to the Trustee. Upon
receipt of notice of termination, the Trustee shall, after payment of all
expenses incurred in the administration and closing out of the Trust Fund and
the compensation to which the Trustee may be entitled, and upon approval of the
appropriate governmental or quasi-governmental authorities (if such approval
shall be required under applicable law), then distribute the Trust Fund, in cash
or such other property to such persons, including any successor trustee, and in
such amounts as the Administrator shall direct.
ARTICLE XIII -- NOTICES
All notices or other communications required or permitted to be given
hereunder by either party to the other shall be in writing and shall be sent to
such party by personal delivery or by first class mail, postage prepaid,
addressed as follows:
If to the Administrator/Employer, at
United States Fire Insurance Company
000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxx, Senior Vice President
If to the Trustee, at
AMVESCAP National Trust Company
c/o R. Xxxx Xxxxx
INVESCO Retirement Services
000 Xxxxxx Xxxxxx, Xxxxx 0000
0000 Xxxxxxxxx Xx., X.X.
Xxxxxxx, XX 00000
Any such notice or other communication shall be deemed received by the
party to whom sent upon the earlier of actual receipt or three days after
mailing as aforesaid. Any party hereto may change such address for delivery of
notices and other communications by giving notice in the manner set forth above.
ARTICLE XIV -- APPLICABLE LAW
This Agreement shall be construed in accordance with ERISA and, to the
extent not preempted by ERISA, the laws of the State of Colorado.
ARTICLE XV -- SUCCESSORS
This Agreement shall be binding upon the respective successors and assigns
of the Employer and the Trustee.
8
IN WITNESS WHEREOF, the parties and the Trustee have caused this instrument
to be executed as of the day and year first above written.
UNITED STATES FIRE INSURANCE COMPANY
By /s/ XXXX XXXXX
------------------------------------------
Title:
By /s/ XXXXXXX XXXXXXXX
------------------------------------------
Title: Secretary
AMVESCAP NATIONAL TRUST COMPANY
By /s/ R. XXXX XXXXX
------------------------------------------
9
