Exhibit 10.02
AMENDMENT TO LACLEDE GAS COMPANY TRUST AGREEMENT
This is an amendment to the Laclede Gas Company Trust Agreement dated as
of December 7, 1989, between Boatmen's Trust Company ("Boatmen's") and Laclede
Gas Company ("Company") relative to the payment of benefits under certain
incentive and deferred compensation plans for the benefit of several of its
present and future directors and executives (such Trust Agreement as previously
amended being herein referred to as the "Trust Agreement").
WHEREAS, Boatmen's is currently serving as the Trustee under the Trust
Agreement; and
WHEREAS, Boatmen's is ceasing to offer trust services of this type, and,
accordingly, has decided not to continue, beyond the Effective Date (as defined
in Section 1 below), to serve as Trustee under the Trust Agreement; and
WHEREAS, the Company desires to name Mercantile Bank National Association
("Mercantile") as successor trustee under the Trust Agreement, as evidenced by
the Company's Board of Directors' resolutions attached as Exhibit A hereto,
such succession by Mercantile to be effective on the Effective Date (as defined
in Section 1 below).
NOW, THEREFORE, the Company, Boatmen's and Mercantile, for good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
Section 1. Effective as of the opening of business on January 15, 1998
(herein called the "Effective Date"), Boatmen's hereby resigns as the Trustee
under the Trust Agreement and, simultaneously, as of such Effective Date,
Boatmen's hereby assigns, vests and confirms in Mercantile: (i) all right,
title and interest as Trustee under the Trust Agreement in, and with respect
to, the "Trust Fund" (as that term is used in the Trust Agreement); and
(ii) all rights, powers, trusts, duties and obligations of the Trustee under
the Trust Agreement. Without limiting the generality of the foregoing, the
parties agree that Boatmen's will pay over, assign and deliver the Trust Fund
held under the Trust Agreement to Mercantile on the Effective Date, and
Boatmen's shall deliver to the Company and each Trust Beneficiary (as that term
is defined in the Trust Agreement) a written account as provided for in Section
6 of the Trust Agreement.
Section 2. Mercantile hereby represents and warrants that it is now, and
will remain, fully qualified to serve as Trustee under the Trust Agreement.
Effective on the Effective Date, Mercantile hereby accepts, and agrees to
perform, all of the rights, powers, trusts, duties and obligations as Trustee
under, and in accordance with, the terms of the Trust Agreement.
Section 3. In order to facilitate the assignment, vesting and confirmation
on the Effective Date in Mercantile of: (i) all right, title and interest of
Boatmen's as Trustee under the Trust Agreement in, and with respect to, the
Fund; and (ii) all rights, powers, trusts, duties and obligations of the
Trustee under the Trust Agreement; Boatmen's agrees that Boatmen's shall, by
the Effective Date, complete those items listed on Exhibit B hereto ("Boatmen's
Action Items"). In order to facilitate Mercantile's acceptance and agreement
to perform all of the rights, powers, trusts, duties and obligations as
Trustee, as hereinbefore provided,
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Mercantile agrees that Mercantile shall, by the Effective Date, complete
those items listed on Exhibit C hereto ("Mercantile's Action Items"). In
order to further facilitate the completion of Mercantile's Action Items and
Boatmen's Action Items by the Effective Date, the Company agrees that the
Company shall, by the Effective Date, complete those items listed on Exhibit
D hereto.
Section 4. Notices, requests, instructions and other writings shall be
delivered to the Company at 000 Xxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000,
Attention: Xxxxx X. Xxxxxxx, or mailed postage prepaid, or sent by facsimile,
to Xx. Xxxxxxx'x attention, or to such other address or designee as the Company
may from time to time designate in writing; and upon receipt thereof by the
Company, such notice, request, instruction or other writing shall be deemed to
have been properly delivered or given to the Company. Notices, requests,
instructions and other writings shall be delivered, mailed postage prepaid, or
sent by facsimile to Mercantile and Boatmen's respectively as follows, and
shall be deemed to have been properly delivered or given upon receipt thereof:
If to Mercantile:
Mercantile Bank National Association
P. X. Xxx 000, Xxxx 00-0
Xx. Xxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxxx.
If to Boatmen's:
Boatmen's Trust Company
P. O. Xxx 00000
Xx. Xxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxx.
5. Except as expressly amended hereby, the Trust Agreement is hereby
ratified, confirmed and approved.
6. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of Missouri.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
Laclede Gas Company Trust Agreement to be executed by their respective officers
thereunto duly authorized, and their corporate seals to be hereunto affixed and
attested as of the day and year first above written.
LACLEDE GAS COMPANY
By: ___________________________
Attest: Name: _________________________
Title: ________________________
___________________________
Secretary
BOATMEN'S TRUST COMPANY,
By: ___________________________
Attest: Name: _________________________
Title: ________________________
___________________________
Secretary
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MERCANTILE BANK NATIONAL ASSOCIATION
By: ___________________________
Attest: Name: _________________________
Title: ________________________
___________________________
Secretary
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EXHIBIT A
RESOLUTIONS REGARDING APPOINTMENT OF NEW
TRUSTEE IN CONNECTION WITH
VARIOUS PLANS AND TRUSTS
WHEREAS, Boatmen's Trust Company is currently serving as trustee under each
of the trust agreements listed in Part 1, Part 2 and Part 3 of Exhibit A; and
WHEREAS, Boatmen's Trust Company has decided not to continue to serve as
trustee under any of such trust agreements, and as a result, this Corporation
must appoint one or more entities to serve as trustee under each of such trust
agreements (and/or new replacement trust agreements) and amend the accompanying
plans, as, and to the extent, appropriate to effectuate such change of trustee
thereunder; and
WHEREAS, this Corporation desires to arrange for American Express Trust
Company ("American Express") to serve, and American Express has expressed its
desire to serve, as trustee under each of the trust agreements listed, and the
accompanying defined contribution plans referenced, in Part 1 of Exhibit A
attached hereto and incorporated herein by reference (and/or new trust
agreements to replace those listed in Part 1 of Exhibit A); and
WHEREAS, this Corporation desires to arrange for Mercantile Bank National
Association ("Mercantile") to serve, and Mercantile has expressed its desire
to serve, as trustee under: (1) each of the trust agreements listed, and the
accompanying defined benefit retirement plans referenced, in Part 2 of Exhibit
A (and/or new trust agreements to replace those listed in Part 2 of Exhibit A);
and (2) each of the trust agreements listed in Part 3 of Exhibit A (and/or new
trust agreements to replace those listed in Part 3 of Exhibit A); and
WHEREAS, the Investment Review Committee of the Board of Directors of this
Corporation has recommended that this Corporation arrange for Mercantile to be
appointed to serve as trustee under each of the trust agreements listed, and
accompanying defined benefit retirement plans referenced, in Part 2 of
Exhibit A (and/or new trust agreements to replace those listed in Part 2 of
Exhibit A).
NOW, THEREFORE, BE IT RESOLVED, that the Chairman of the Board, the
President or the Senior Vice President-Finance, acting separately (without the
need for any countersignature) be, and each of them is, hereby authorized to
execute and deliver, on behalf of this Corporation, without the necessity for
any further action by the Board of Directors: (1) such agreements with American
Express on such terms and conditions as any such officer may deem necessary or
desirable in connection with the appointment of American Express to serve as
trustee under each of the trust agreements listed in Part 1 of Exhibit A
(and/or new trust agreements to replace those listed in Part 1 of Exhibit A);
and (2) such amendments to the defined contribution plans referenced in Part 1
of Exhibit A as any such officer may deem necessary or desirable in connection
with the appointment of American Express as said trustee; and
BE IT FURTHER RESOLVED, that the Chairman of the Board, the President or
the Senior Vice President-Finance, acting separately (without the need for any
countersignature) be, and each of them is, hereby authorized to execute and
deliver, on behalf of this Corporation, without the necessity for any further
action by the Board of Directors: (1) such agreements with Mercantile on such
terms and conditions as any such officer may deem necessary or desirable in
connection with the appointment of Mercantile to
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serve as trustee under each of the trust agreements listed in Part 2 of
Exhibit A (and/or new trust agreements to replace those listed in Part 2 of
Exhibit A); and (2) such amendments to the defined benefit retirement plans
referenced in Part 2 of Exhibit A as any such officer may deem necessary or
desirable in connection with the appointment of Mercantile as said trustee; and
BE IT FURTHER RESOLVED, that the Chairman of the Board, the President or
the Senior Vice President-Finance, acting separately (without the need for any
countersignature) be, and each of them is, hereby authorized to execute and
deliver, on behalf of this Corporation, without the necessity for any further
action by the Board of Directors, such agreements with Mercantile on such
terms and conditions as any such officer may deem necessary or desirable in
connection with the appointment of Mercantile to serve as trustee under each
of the trust agreements listed in Part 3 of Exhibit A (and/or new trust
agreements to replace those listed in Part 3 of Exhibit A); and
BE IT FURTHER RESOLVED, that the Chairman of the Board, the President, the
Corporate Secretary, the Senior Vice President-Finance, or any other Vice
President or other appropriate officer, of this Corporation, acting separately
(without the need for any countersignature) be, and each of them is, hereby
authorized to execute and deliver, on behalf of this Corporation, without the
necessity for any further action by the Board of Directors, such further
agreements with American Express and/or Mercantile and others on such terms and
conditions as any such officer shall in his or her discretion approve, and/or
such other documents, instruments, and papers as any such officer may deem
necessary or desirable in connection with the full effectuation and/or
implementation of the intention of any or all of the foregoing resolutions; and
BE IT FURTHER RESOLVED, that the existence of the signature of any
appropriate officer of this Corporation on any agreement, document, instrument
and/or paper shall be evidence of the fact that said officer deemed such
agreement, document, instrument and/or paper to be necessary or desirable, and
that he or she approved of the terms and conditions contained in such
agreement, document, instrument and/or paper; and
BE IT FURTHER RESOLVED, that any officer of this Corporation is hereby
separately authorized to perform such other acts, on behalf of this
Corporation, without the necessity for any further action by the Board of
Directors, as may be necessary or appropriate to effectuate and/or implement
fully the intention of any or all of the foregoing resolutions, including, but
not limited to, the attestation by the Secretary or any Assistant Secretary of
this Corporation of any agreement, document, instrument and/or paper referred
to in the above resolutions, and the affixing of the corporate seal by such
Secretary or Assistant Secretary to any such agreement, document, instrument
and/or paper.
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EXHIBIT A
Part 1
1. Trust Agreement dated June 26, 1986 between Laclede Gas Company and The
Boatmen's National Bank of St. Louis, as amended, relating to The
Laclede Gas Company Wage Deferral Savings Plan *
2. Trust Agreement dated May 24, 1984 between Laclede Gas Company and The
Boatmen's National Bank of St. Louis, as amended, relating to The
Laclede Gas Company Salary Deferral Savings Plan
3. Missouri Natural Gas Company Savings Plan Trust dated November 1, 1967
between Missouri Natural Gas Company and St. Louis Union Trust Company,
as amended, relating the Missouri Natural Gas Company Savings Plan
4. Trust Agreement dated July 27, 1989 between Laclede Gas Company and
Boatmen's Trust Company, as amended, relating to the Missouri Natural
Gas Division of Laclede Gas Company Dual Savings Plan
Part 2
1. Trust Agreement dated February 26, 1982 between Laclede Gas Company and
Centerre Trust Company of St. Louis, as amended, relating to the
Employees' Retirement Plan of Laclede Gas Company - Management Employees
and the Employees' Retirement Plan of Laclede Gas Company -Contract
Employees
2. Trust Agreement dated as of January 1, 1973 between Laclede Gas Company
d/b/a Missouri Natural Gas Company and The Boatmen's National Bank of
St. Louis, as amended, relating to the Missouri Natural Gas Company
Retirement Income Plan
Part 3
1. Trust Agreement dated as of December 7, 1989 between Laclede Gas Company
and Boatmen's Trust Company, as amended
2. Trust Agreement dated as of September 4, 1990 between Laclede Gas
Company and Boatmen's Trust Company, as amended
3. Trust Under Certain Laclede Gas Company Benefit Plans dated November 18,
1994 between Laclede Gas Company and Boatmen's Trust Company, as amended
4. Laclede Gas Company Benefit Plan Trust/VEBA for Certain Non-Union
Employees dated November 18, 1994 between Laclede Gas Company and
Boatmen's Trust Company, as amended
5. Laclede Gas Company Benefit Plan Trust/VEBA for Contract (Union)
Employees dated November 18, 1994 between Laclede Gas Company and
Boatmen's Trust Company
* All references in this Exhibit A to any Plan shall be deemed to relate
to the then current version of such Plan, as then amended
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EXHIBIT B
Action Items of Boatmen's Trust Company
- Provide asset list for each Laclede Gas Company account to be
transferred to Mercantile and update the asset list immediately prior to
transfer of assets.
- Review trades and activity occurring at time of transfer to ensure
proper settlement.
- On Effective Date, transfer assets to Mercantile.
- Produce final accounting as of the Effective Date.
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EXHIBIT C
Action Items of Mercantile Bank National Association
- Open accounts on SEI System that match up to accounts being transferred
from Boatmen's.
- Instruct Boatmen's on how to transfer different asset types to
Mercantile.
- For transaction statements/asset review statements/ audited financial
report with accruals, determine with Laclede:
Information/schedules required
Frequency of reports
Individuals to receive reports
- Establish with Laclede cycle to produce fee invoices.
- Receive assets and book them into appropriate SEI accounts; reconcile
accounts with previous day's asset list from Boatmen's and make any
needed adjustments or corrections.
- At the end of the first month after the Effective Date, run monthly
reports and review and discuss them with Laclede; make any needed
changes to the reporting package.
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EXHIBIT D
Action Items of Laclede Gas Company
Deliver a list of authorized signatories to Mercantile for each trust
Deliver a list of trust beneficiaries and their approximate level of
benefits under the Plan as of the Effective Date to Mercantile
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