AMP INCORPORATED
SUPPLEMENTAL BENEFIT TRUST AGREEMENT
THIS TRUST AGREEMENT is made and entered into as
of April 1, 1997 by and between AMP Incorporated, a
corporation organized and existing under the laws of the
Commonwealth of Pennsylvania ("AMP") and Dauphin Deposit
Bank and Trust Company, a banking association organized and
existing under the laws of the Commonwealth of Pennsylvania
(the "Trustee").
WITNESSETH:
WHEREAS, AMP and certain of its direct
and indirect subsidiaries (collectively, with AMP, the
"Company") have established certain supplemental retirement
and life insurance plans, deferred compensation plans and
severance arrangements, listed on Exhibit A attached hereto
as of the date hereof or, thereafter, added as designated by
the President and Chief Executive Officer of AMP (the
"CEO") (hereinafter referred to collectively as the "Plan"
or the "Plans" as applicable);
WHEREAS, each Plan provides for the Company to pay
all benefits from its general revenues and assets;
WHEREAS, the Company wishes to establish separate
individual trusts (individually, a "Trust" and collectively,
the "Trusts") for certain designated Participants, as
defined below, in the Plan, though, prior to a Change of
Control, as defined in Section 16.3 hereof, any such Trust
may not necessarily hold sufficient assets to satisfy all of
the benefits to be provided under the Plan;
WHEREAS, the Company also wishes to establish a
Trust fund to provide a source for payment of any fees,
including legal fees, incurred by the Trustee in the
administration of the Trusts or by Participants in enforcing
their rights hereunder (the "Fee Trust") and a Trust fund to
provide a source of payment of any benefits under a Plan to
the extent that the assets of an individual Trust
established for a Participant are insufficient to provide
all benefits due (the "Shortfall Trust");
WHEREAS, the Company wishes to contribute to the
Trusts assets or a letter of credit, or both, either on the
date hereof or thereafter as determined by the CEO, that
shall be held therein, to serve as a source of funds to
assist it in meeting its liabilities under the Plans,
subject to the claims of Company's creditors in the event of
Company's Insolvency, as defined below, until paid to Plan
Participants and their beneficiaries in such manner and at
such times as specified hereunder or in the Plans;
WHEREAS, contributions to the Trusts shall be held
by the Trustee and invested, reinvested and distributed in
accordance with the provisions of this Trust Agreement;
WHEREAS, each Trust established by this Trust
Agreement is intended to be a "grantor trust" with the
result that the corpus and income of the Trusts are treated
as assets and income of the Company pursuant to Sections 671
through 679 of the Internal Revenue Code of 1986, as amended
(the "Code").
NOW, THEREFORE, in consideration of the mutual
covenants contained herein, the Company and the Trustee,
intending to be legally bound, declare and agree as follows:
ARTICLE I
ESTABLISHMENT
1.1 AMP hereby establishes with the Trustee a
separate, and subject to Section 16.2 hereof, irrevocable
Trust on behalf of each Participant in the Plan designated
by CEO and listed on Exhibit B hereto or added thereafter as
designated by the CEO (the "Participant"). AMP also hereby
establishes with the Trustee the Shortfall Trust and the Fee
Trust. Each separate Trust so established shall be governed
by the terms of this Trust Agreement. Each Trust is
intended to be exempt from substantially all of the
provisions of ERISA by reason of the provisions of Sections
201(2), 301(a)(3) and 401(a)(1) thereof, as applicable, and
AMP shall immediately notify the Trustee should such exempt
status change for any reason.
1.2 Each Trust may consist of such sums of money,
other property acceptable to the Trustee or a letter of
credit against which the Trustee may obtain funds to be
credited to the Trusts as of the date hereof and as from
time to time shall be paid or delivered to the Trustee by
AMP immediately following the date hereof or from time to
time in the future, as determined by the CEO. The Fee Trust
and the Shortfall Trust shall be irrevocable and each other
Trust, subject to the provisions of Section 16.2 hereof,
shall be irrevocable for the Participant for which it is
established. Except as provided in Sections 4.2 and 16.2
hereof, the Company shall have no right to direct the Trus
tee to return or divert any Trust assets before the payment
of all benefits under the Plan to the Participant. All such
money and other property, all investments and reinvestment
made therewith or proceeds thereof and all earnings and
profits (less losses) thereon, less all payments and charges
as authorized herein, for each of the Trusts are hereinafter
collectively referred to as the "Trust Fund." The Trust
Fund shall be held by the Trustee and shall be dealt with in
accordance with the provisions of this Trust Agreement as a
single trust fund for purposes of investing the assets of
each Trust but the Company (or its designee) shall maintain,
or cause to be maintained records sufficient to determine
the interest of each Trust in the Trust Fund.
1.3 AMP may contribute such sums of money or property
to the Trust Fund, or a letter of credit against which the
Trustee may obtain funds, from time to time, as the CEO
determines appropriate in his sole discretion. Participants
and their beneficiaries shall have no preferred claim on, or
any beneficial ownership interest in, any assets of the
Trust Fund. Any rights created under the Plans and this
Trust Agreement shall be mere unsecured contractual rights
of Participants and their beneficiaries against the Company.
Any assets held by the Fund will be subject to the claims of
AMP's general creditors under federal and state law in the
event of Insolvency, as defined in Section 4.2 herein.
ARTICLE II
TRUSTEE ACCEPTANCE
2.1 The Trustee accepts each Trust established under
this Trust Agreement on the terms and subject to the
provisions set forth herein, and it agrees to discharge and
perform fully and faithfully all of the duties and
obligations imposed upon it under this Trust Agreement.
ARTICLE III
PLANS AS PART OF TRUST AGREEMENT
3.1 The Plans are expressly incorporated herein and
made a part hereof with the same force and effect as if
fully set forth at length. Copies of each of the Plans
shall be attached hereto as Exhibit C on or before any
amounts are contributed hereunder by AMP to provide funding
with respect to that Plan. All terms defined in the Plans
shall have the same meanings when used herein unless
expressly provided to the contrary herein. The Company will
promptly deliver to the Trustee copies of all amendments and
exhibits to the Plans and copies of any additional plans to
be covered by this Agreement after the date first above
written.
3.2 The terms of the Plans shall govern the amount,
form and timing of benefit payments under the Plans to which
a Participant is entitled but the Trustee shall not be
responsible for enforcing the terms of any Plan.
3.3 Subject to the provisions of Section 12.3 hereof,
the incorporation of the Plans into this Trust Agreement
shall not cause the Plans to become irrevocable under the
provisions of Section 1.2 of this Trust Agreement.
3.4 The Trustee shall have no right or obligations
with respect to any of the provisions of the Plans relating
to the funding of benefits or the funding of the Fee Trust
or the Shortfall Trust except to draw upon any letter of
credit contributed to the Trust Fund when funds are needed
to pay benefits under a Trust and there are insufficient
other assets in the Trust and in the Shortfall Trust to make
the payment(s) due.
ARTICLE IV
TRUST FUND
4.1 It is intended that each Trust constitute a
grantor trust under Code Sections 671 through 679, with the
assets of the Trust Fund being treated as assets of AMP for
purposes of Federal, state and local income tax laws. The
creation of the Trust Fund shall not cause any of the Plans
to be treated as funded plans for purposes of Title I of
ERISA.
4.2. The assets of each Trust shall at all times be
subject to the claims of the general creditors of AMP under
Federal and state law. The Trustee shall suspend payments
to each Participant from the Trust Fund if the Trustee
receives timely written notification from AMP's Board of
Directors (the "Board") and its CEO that AMP is (a)
Insolvent or (b) subject as a debtor to a pending proceeding
under the Federal Bankruptcy Code. It shall be the duty of
the Board and its CEO to provide the Trustee with timely
written notification of such events. For purposes of this
Article IV, the term "insolvent" means the inability of the
Company to pay its debts when they mature. Under any such
circumstance, the Trustee shall suspend payments from the
Trust Fund to the Participants and shall pay the assets held
in the Trust Fund only as a court of competent jurisdiction
shall direct to satisfy claims of general creditors of AMP.
It is intended that the rights of the general creditors of
AMP to enforce the provisions of this Article in the event
of AMP's Insolvency be enforceable with respect to the Trust
Fund at the time of Insolvency under both Federal and state
law. It is also intended that no provision of this Trust
Agreement shall in any way affect the Participants' rights
as general creditors of AMP.
4.3 If a person claiming to be a creditor of AMP
alleges in writing to the Trustee that AMP has become
Insolvent, the Trustee shall determine whether AMP is
Insolvent and, pending such determination, in accordance
with Section 4.4, the Trustee shall discontinue payment of
benefits to Participants or beneficiaries.
4.4 Unless the Trustee has actual knowledge of AMP's
Insolvency, or has received notice from AMP or a person
claiming to be a creditor alleging that AMP is Insolvent,
the Trustee shall have no duty to inquire whether AMP is
Insolvent. The Trustee may in all events rely on such
evidence concerning AMP's Insolvency as may be furnished to
the Trustee and that provides the Trustee with a reasonable
basis for making a determination concerning AMP's
Insolvency.
4.5 The Trustee shall resume the payment of benefits
to the Participants or beneficiaries in accordance with
Article VII of this Trust Agreement only after the Trustee
has determined that AMP is not Insolvent (or is no longer
Insolvent) based on such evidence as the Trustee determines
to be sufficient for such purpose such as a report from
AMP's independent auditors or certification to the Trustee
from AMP's Chief Financial Officer, if AMP is not subject to
a bankruptcy proceeding, or if AMP is subject to a
bankruptcy proceeding, an order from a court of competent
jurisdiction.
4.6 Provided that there are sufficient assets, if the
Trustee discontinues the payment of benefits from the Trust
Fund pursuant to this Article and subsequently resumes such
payments, the first payment following such discontinuance
shall include the aggregate amount of all payments due to
the Participants or beneficiaries under the terms of the
Plans for the period of such discontinuance, less the
aggregate amount of any payments made to the Participants or
beneficiaries by AMP in lieu of the payments provided for
hereunder during any such period of discontinuance.
ARTICLE V
INVESTMENTS
5.1 If a Plan provides for the designation of invest
ments by AMP in accordance with instructions of each
Participant, the investment powers of the Trustee shall be
governed by this Section 5.1. The Trustee shall invest and
reinvest the principal and income of the Trust Fund and keep
the Trust Fund invested, without distinction between
principal and income, only in those investment vehicles that
have been selected by AMP as being consistent with the
investments specifically designated by each Participant
pursuant to the applicable provisions of the Plan; provided,
however, that any such designation shall be solely for the
purpose of determining the amount to be paid to the
Participant under the Plan and shall in no way alter the
characterization of the assets of Trust Fund as assets of
AMP in accordance with Section 4.1 hereof.
5.2 (a) If a Plan does not provide for the designation
of investments by the Participants, or following a Change of
Control if no such directions have been given, the
investment powers of the Trustee shall be governed by this
Section 5.2. The Trustee shall invest and reinvest the
principal and income of the Trust Fund as directed by AMP in
writing, which directions may be changed from time to time;
provided, however, that any such directions from AMP may not
be changed on or after a Change of Control of AMP, as
defined in Article XVI hereof. In the absence of direction,
the Trustee shall invest and reinvest the principal and
income of the Trust Fund as it shall determine in its sole
discretion subject to the overall objective of the Trust
Fund which is the preservation of capital. In such event,
the Trustee shall keep the Trust Fund invested, without
distinction between principal and income, in any property,
whether real, personal or mixed, and wherever situated and
whether or not productive of income, including without
limitation capital, common and preferred stocks, and
personal, corporate and governmental or other obligations,
whether secured or unsecured, and including any collective
part interest therein; mortgages, leaseholds, fees and other
interests in realty; oil, gas or mineral properties and
rights, royalties, payments or other interests in such
properties; contracts, choses in action, trust and
participation certificates or other evidences of ownership,
part ownership or part interest; all without being limited
or restricted to investments of a character authorized for
trustees or other fiduciaries under any present or future
laws and, except as otherwise required by Federal law
without regard to the proportion any such property may bear
to the entire amount of the Trust Fund.
(b) Specifically, but not by way of limitation,
the Trustee is authorized and empowered to invest all or any
part of the Trust Fund in any common or collective trust
fund or pooled investment fund presently or hereafter
maintained by the Trustee as the same may be amended from
time to time; and the declaration of trust establishing such
common or collective fund is hereby made a part hereof as if
set forth at length herein, the assets of the fund invested
in said common or collective trusts shall be held and
administered by the Trustee strictly in accordance with the
terms of the instrument, and the combining of assets of the
Trust Fund with assets of other trusts in such common or
collective trust fund is specifically authorized hereby.
(c) The Trustee in its discretion may keep such
portion of the Trust Fund in cash or cash balances or hold
all or any portion of the Trust Fund in savings accounts,
certificates of deposit, and other types of time or demand
deposits with any financial institution or quasi-financial
institution, either domestic or foreign (including any such
institution operated or maintained by the Trustee in its
corporate capacity) as the Trustee may from time to time
determine to be in the best interests of the Trust Fund.
5.3 If any portion of the Trust Fund is invested in a
life insurance policy on the life of the Participant, the
owner of the policy shall be the Trustee.
ARTICLE VI
ADDITIONAL POWERS AND DUTIES OF THE TRUSTEE
6.1 The Trustee shall have the following additional
powers and authority with respect to all property
constituting part of the Trust Fund:
(a) To sell, exchange, convey or transfer any such
property at public or private sale for cash or on credit and
grant options for the purchase or exchange thereof;
provided, however, that in no event may the Trustee invest
in securities (including stock or rights to acquire stock)
or obligations issued by AMP, other than a de minimis amount
held in common investment vehicles in which the Trustee
invests. No person dealing with the Trustee shall be bound
to see to the application of the purchase money or other
property delivered to the Trustee or to inquire into the
validity, expedience or propriety of any such sale or other
disposition.
(b) To participate in any plan of reorganization, con
solidation, merger, combination, liquidation or other
similar plan relating to any such property, and to consent
to or oppose any such plan or any action thereunder, or any
contract, lease, mortgage, purchase, sale or other action by
any corporation or other entity.
(c) To deposit any such property with any protective,
reorganization or similar committee; to delegate
discretionary power to any such committee; and to pay part
of the expenses and compensation of any such committee and
any assessments levied with respect to any property so
deposited.
(d) To exercise any conversion privilege or
subscription right available in connection with any such
property; to oppose or to consent to the reorganization,
consolidation, merger or readjustment of the finances of any
corporation, company or association, or to the sale,
mortgage, pledge or lease of the property of any
corporation, company or association any of the securities of
which may at any time be held in the Fund and to do any act
with reference thereto, including the exercise of options,
the making of agreements or subscriptions and the payment of
expenses, assessments or subscriptions, which may be deemed
necessary or advisable in connection therewith, and to hold
and retain any securities or other property which it may so
acquire.
(e) To commence or defend suits or legal proceedings
and to represent the Trusts and the Trust Fund in all suits
or legal proceedings; to settle, compromise or submit to
arbitration any claims, debts or damages due or owing to or
from the Trust Fund; and to pay all reasonable expenses
arising from any such action from the Fee Trust if not paid
by AMP, or, to the extent that the Fee Trust is
insufficient, on a pro rata basis from the other Trusts.
(f) To exercise, personally or by general or limited
power of attorney, any right, including the right to vote,
appurtenant to any securities or other such property.
(g) If AMP consents, to borrow money from any lender
in such amounts and upon such terms and conditions as shall
be deemed advisable or proper to carry out the purposes of
the Trusts and to pledge any securities or other property
for the repayment of any such loan; provided, however, that
in the event that AMP contributes a letter of credit to the
Trust Fund to be used as a source of funds, no further
authorization shall be needed from AMP for the Trustee to
draw funds against that letter of credit for the purpose of
making payments due under this Trust Agreement to the extent
that the assets of a Trust or the Shortfall Trust are
insufficient to make the payment(s) due.
(h) To engage any legal counsel, including inside
counsel, reasonably satisfactory to AMP, or any other
suitable accounting, clerical or other agents, reasonably
satisfactory to AMP, to consult with such counsel or agents
with respect to the construction of this Trust Agreement,
the duties of the Trustee hereunder, the transactions contem
plated by this Trust Agreement or any act which the Trustee
proposes to take or omit, to rely upon the advice of such
counsel or agents, and to pay the reasonable fees, expenses
and compensation from the Fee Trust if not paid by AMP, or,
to the extent that the Fee Trust is insufficient, on a pro
rata basis from the other Trusts.
(i) To register any securities held by it in its own
name or in the name of any custodian of such property or of
its nominee, including the nominee of any system for the
central handling of securities, with or without the addition
of words indicating that such securities are held in a
fiduciary capacity, to deposit or arrange for the deposit of
any such securities with such a system and to hold any secu
rities in bearer form; provided, that the books and records
of the Trustee shall show that all such investments are part
of the Trust Fund.
(j) To make, execute and deliver, as the Trustee, any
and all deeds, leases, notes, bonds, guarantees, mortgages,
conveyances, contracts, waivers, releases or other
instruments in writing necessary or proper for the
accomplishment of any of the foregoing powers.
(k) To do all other acts although not specifically
mentioned herein, as the Trustee may deem necessary to carry
out any of the foregoing powers and the purposes of this
Trust Agreement.
ARTICLE VII
PAYMENTS BY THE TRUSTEE
7.1 If a Participant or beneficiary does not receive a
payment(s) to which he believes he has become entitled under
the Plan, he shall notify the Trustee in writing of such
entitlement.
7.2 The Trustee shall make payments to a Participant
or beneficiary in accordance with written instructions given
at the time of payment or in advance of such payment,
consistent with the terms of the Plan, to the Trustee from
the CEO as to the manner and timing of payments hereunder
and the Trustee shall have no responsibility to determine
the amount of such payments. The instructions in effect on
the date of this Trust Agreement shall be attached hereto as
Exhibit D, as the same may be changed from time to time
prior to a Change of Control. No Company may change such
instructions on or after notification or knowledge of a
Change of Control of AMP with respect to benefits accrued to
date, as defined in Article XVI hereof.
7.3 If the CEO has not provided instructions to the
Trustee, as set forth in Section 7.1 hereof, by the time a
payment is due, or payments are due to commence, under the
Plan, the Trustee shall determine, within 30 days of its
receipt of a notice from the Participant (or beneficiary),
whether the terms of the Plan dictate that the Participant
or beneficiary is entitled to a payment. If the Trustee
determines that a payment is required, the Trustee shall
make the payment (or commence payments) to the Participant
or beneficiary within such 30 day period. The Trustee shall
provide AMP with written confirmation of the fact that it
determined a payment(s) is due and amount of such payment(s)
after it is made. The Trustee's decision shall be final and
binding and the Participant or beneficiary shall be notified
of the decision in writing. The notice shall include
specific reasons for the decision, including specific
references to the pertinent Plan provisions on which the
decision is based, and shall be written in a manner
calculated to be understood by the Participant or
beneficiary. Nothing in this Trust Agreement shall be
deemed to limit the rights of a Participant (or beneficiary)
under any of the Plans, including the right to contest the
denial of benefit payment(s) and, following a Change of
Control, to have all reasonable legal fees and expenses
incurred in contesting a denial paid from the Fee Trust, or,
to the extent that the Fee Trust is insufficient, on a pro
rata basis from the other Trusts.
7.4 The Trustee shall deduct from each payment any Fed
eral withholding taxes or charges which the Trustee is
required to deduct under applicable laws.
7.5 The insufficiency of assets in a Trust Fund shall
not relieve AMP of its obligations or liabilities to make
benefit payments otherwise due to a Participant or
beneficiary under the terms of the Plans.
7.6 If any portion of the Trust Fund has been invested
in a life insurance or annuity contract, the Trustee shall
be precluded from paying any benefits it has received
pursuant to that contract to AMP unless the Participant
and/or his beneficiary have received all benefit payments
due and payable under the terms of the Plan.
7.7 AMP may make payment of benefits directly to
Participants or their beneficiaries as they become due under
the terms of the Plans. AMP shall notify the Trustee of its
decision to make payment of benefits directly prior to the
time amounts are payable to Participants or their
beneficiaries. In addition, if the principal of the Trust
Fund is not sufficient to make payments of benefits in
accordance with the terms of the Plans, the Trustee shall
use assets of the Shortfall Trust to make payments due but
if not sufficient, AMP shall make the balance of each such
payment as it falls due. The Trustee shall notify AMP where
principal and earnings of the Trust and the Shortfall Trust
are not sufficient.
ARTICLE VIII
TAXES, EXPENSES AND COMPENSATION
8.1 AMP shall from time to time pay taxes of any and
all kinds which are lawfully levied or assessed upon or
become payable in respect of the Trust Fund, the income or
any property forming a part thereof, or any security
transaction pertaining thereto. To the extent that any
taxes lawfully levied or assessed upon the Trust Fund are
not paid by AMP, the Trustee shall pay such taxes out of the
Fee Trust, or, to the extent that the Fee Trust is
insufficient, on a pro rata basis from the Trusts. The
Trustee shall at the expense and direction of AMP contest
the validity of such taxes in any manner deemed appropriate
by AMP or its counsel or AMP may itself contest the validity
of any such taxes.
8.2 Any other reasonable expenses incurred by the Trus
tee in the performance of its duties under this Trust
Agreement, including but not limited to reasonable legal
fees and consulting fees, shall be charged against and paid
from the Fee Trust to the extent that AMP does not pay such
expenses, or, to the extent that the Fee Trust is
insufficient, on a pro rata basis from the other Trusts.
8.3 AMP shall pay the Trustee such reasonable
compensation for its services as may be agreed upon in
writing from time to time by AMP and the Trustee. Such
compensation shall be paid directly by AMP. In the event
such compensation is not paid by AMP or any Company, it
shall be charged against the Fee Trust, or, to the extent
that the Fee Trust is insufficient, on a pro rata basis from
the other Trusts.
ARTICLE IX
ADMINISTRATION AND RECORDS
9.1 The Trustee shall keep or cause to be kept
accurate and detailed accounts of any investments, receipts,
disbursements and other transactions hereunder, and all
accounts, books and records relating thereto shall be open
to inspection and audit at all reasonable times by any
person designated by a Company. All such accounts, books
and records shall be preserved (in original form, or on
microfilm, magnetic tape or any other similar process) for
such period as the Trustee may determine, but in any event
at least 7 years. Thereafter, the Trustee may destroy such
accounts, books and records unless AMP specifies otherwise
in writing prior to the end of such period, but will make a
good faith effort to first notify AMP in writing of its
intention to do so and transfer to AMP any of such accounts,
books and records requested.
9.2 Within 60 days after the close of each calendar
year, and within 60 days after the removal or resignation of
the Trustee or of the termination of the Trust Agreement,
the Trustee shall file with AMP (and provide a copy thereof
to the Participants, upon a written request) a written
accounting setting forth all investments, receipts,
disbursements and other transactions effected by it during
the preceding calendar year and, if applicable, during the
current calendar year to the date of such removal,
resignation or termination, including a description of all
investments and securities purchased and sold with the cost
or net proceeds of such purchases or sales and showing all
cash, securities and other property held at the end of such
calendar year or other period and the fair market value
thereof.
9.3 Nothing contained in this Trust Agreement shall be
construed as depriving the Trustee or a Company of the right
to have a judicial settlement of the Trustee's accounts, and
upon any proceeding for a judicial settlement of the
Trustee's accounts or for instructions, the only necessary
party thereto in addition to the Trustee shall be AMP.
9.4 In the event of the removal or resignation of the
Trustee, the Trustee shall deliver to the successor trustee
all records which shall be required by the successor trustee
to enable it to carry out the provisions of this Trust
Agreement.
9.5 In addition to any returns required of the Trustee
by law, such as income tax reporting, the Trustee shall
prepare and file such tax reports and other returns as the
Company and the Trustee may from time to time agree upon in
writing.
ARTICLE X
REMOVAL OR RESIGNATION OF THE TRUSTEE
AND DESIGNATION OF SUCCESSOR TRUSTEE
10.1 AMP may remove the Trustee with or without cause,
upon at least 60 days' notice in writing to the Trustee;
provided, however, that following a Change of Control of
AMP, as defined in Article XVI hereof, the Trustee may be
removed only for cause.
10.2 The Trustee may resign at any time upon at least
60 days' notice in writing to AMP.
10.3 In the event of such removal or resignation, the
Trustee shall duly file with AMP a written accounting, at
least 60 days in advance, as provided in Section 9.2 hereof
for the period since the last previous annual accounting,
listing the investments of the Trust and any uninvested cash
balance thereof, and setting forth all receipts,
disbursements, distributions and other transactions
respecting the Trust Fund not included in any previous
accounting, and if written objections to such accounting are
not filed as provided in Section 9.2 hereof, the Trustee
shall to the maximum extent permitted by applicable law be
forever released and discharged from all liability and
accountability with respect to the propriety of its acts and
transactions shown in such accounting.
10.4 Within 60 days after any such notice of removal or
resignation of the Trustee, AMP shall designate a successor
trustee qualified to act here under, which shall in any
event be a major financial institution located in the United
States with assets of at least $5.0 billion. In no event
may AMP, an affiliate of AMP or of any Participant serve as
the successor trustee. Each such successor trustee, during
such period as it shall act as such, shall be bound by all
of the provisions hereof as well as any instructions
provided by the CEO or AMP pursuant to the provisions
hereof, shall have the powers and duties herein conferred
upon an individual trustee, and the word "Trustee" wherever
used herein, except where the context otherwise requires,
shall be deemed to include any successor trustee.
10.5 Upon designation of a successor trustee and
delivery to the resigned or removed Trustee of written accep
tance by the successor trustee of such designation, such
resigned or removed trustee shall promptly assign, transfer,
deliver and pay over to such successor trustee, in conform
ity with the requirements of applicable law, the funds and
properties in its control or possession then constituting
the Fund. If, by the resignation or removal date, AMP has
not notified the Trustee in writing as to whom the assets
and cash are to be transferred and delivered, the Trustee
may bring an appropriate action or proceeding for leave to
deposit the assets and cash in a court of competent
jurisdiction. The Trustee shall be reimbursed by the Fee
Trust for all costs and expenses of the action or proceeding
including, without limitation, reasonable attorneys' fees
and disbursements if not paid directly by AMP or a Company
or, to the extent that the Fee Trust is insufficient, on a
pro rata basis from the other Trusts.
ARTICLE XI
ENFORCEMENT OF TRUST AGREEMENT
11.1 AMP shall have the right to enforce any provisions
of this Trust Agreement. In any action or proceedings
affecting the Fund the only necessary parties shall be AMP
and the Trustee and, except as provided in Section 12.1
hereof or as otherwise required by applicable law, no other
person shall be entitled to any notice or service of proc
ess. Any judgment entered in such an action or proceeding
shall be binding and conclusive on all persons having or
claiming to have any interest in the Fund.
ARTICLE XII
AMENDMENTS
12.1 Subject to the provisions of Section 12.3 hereof,
AMP may, from time to time, amend or modify, in whole or in
part, any or all of the provisions of this Trust Agreement,
except to make it revocable or to increase the duties of the
Trustee without its written consent. The Trustee and the
Participant under each Trust shall receive written notice of
any such amendment including any amendment under Section
12.3 hereof.
12.2 AMP and the Trustee shall execute such supplements
to, or amendments of, this Trust Agreement as shall be
necessary to give effect to any such amendment or
modification.
12.3 Notwithstanding anything herein to the contrary,
to the extent that the terms hereof are inconsistent with
the terms of any Plan, the latter shall control as if the
terms hereof had been amended accordingly; and, further,
upon a Change of Control of AMP, as defined in Article XVI
hereof, each Company shall be precluded from amending (i)
this Agreement, (ii) any of the Plans with respect to any
benefit (including any form of benefit or benefit determina
tion) of the Participant that had accrued on or prior to the
Change of Control of AMP or is funded pursuant to the provis
ions of Article XVI hereof but has not been completely dis
tributed to the Participants or beneficiaries, or (iii) any
of the Plans with respect to any benefit other than
described in clause (ii) above for a period of three (3)
years following the Change of Control of AMP, unless, in any
such event, the Participant or beneficiary, as applicable,
consents, in writing, to such amendment. Upon a Change of
Control of AMP, as defined in Article XVI hereof, this Sec
tion 12.3 shall be deemed to supersede any provision of any
such Plan which permits amendments of such Plan inconsistent
with the terms hereof and this Section 12.3 shall constitute
an amendment to such Plan.
ARTICLE XIII
TERMINATION OF TRUST
13.1 Except as provided in Sections 4.2 or 16.2 hereof,
no part of the corpus or income of the Trust Fund shall be
paid to a Company or be used for any purpose other than for
the exclusive purpose of providing benefits to the
Participants or beneficiaries prior to the satisfaction of
all liabilities under the Plans; provided, however, that
nothing in this Article shall be deemed to limit or
otherwise prevent the payment from the Trust Fund of
expenses, taxes, and other charges as provided in Article
VIII hereof or the return of surplus as provided in this
Article. The Trust Agreement may be prospectively
discontinued by written instrument of AMP at any time, but
each Trust may not be liquidated until the payment of all
amounts accrued for the Participant (or beneficiary) under
the terms of the Plans as of the date of such termination
whether or not then due or unless the Trust holds less than
$2500. In no event shall the termination of the Trust
accelerate the payment of a Participant's benefit under a
Plan.
13.2 Upon the liquidation of the Fund or any individual
Trust after all payments required by Section 13.1 have been
made to the Participant(s) (or beneficiary(ies)), any and
all funds remaining in the Trust shall be paid to AMP and
the Trustee shall promptly take such action as shall be
necessary to transfer such assets to the Company or to add
to the Shortfall Trust or Fee Trust, as directed by the CEO.
ARTICLE XIV
NON-ALIENATION
14.1 Except to the extent otherwise required by law,
(i) no amount payable to or in respect of the Participant at
any time under the Trust Fund and no interest that the
Participant has in the Trust Fund shall be subject in any
manner to alienation by anticipation, sale, transfer,
assignment, bankruptcy, pledge, attachment, charge or
encumbrance of any kind, and any attempt to so alienate,
sell, transfer, assign, pledge, attach, charge or otherwise
encumber any such amount, whether presently or thereafter
payable, shall be void; and (ii) the Trust Fund shall in no
manner be liable for or subject to the debts or liabilities
of the Participant.
14.2 No provision of this Trust Agreement shall be
interpreted as conferring upon the Participant any rights in
any Trust Fund established hereunder other than those of a
general creditor of AMP.
ARTICLE XV
COMMUNICATIONS
15.1 Communications to the Company shall be addressed
to it at AMP Corporation, c/o Chief Executive Officer, X.X.
Xxx 0000, Xxxxxxxxxx, XX 00000-0000, with a copy to the
General Counsel; provided, however, that upon the Company's
written request, such communications shall be sent to such
other address as the Company may specify.
15.2 Communications to the Trustee shall be addressed
to it at 000 Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000; provided,
however, that upon the Trustee's written request, such com
munications shall be sent to such other address as the
Trustee may specify.
15.3 No communication shall be binding on the Trustee
until it is received by the Trustee, and no communication
shall be binding on a Company until it is received by the
AMP.
15.4 Any action of AMP or the CEO (or his authorized
representative) pursuant to this Trust Agreement, including
all orders, requests, directions, instructions, approvals
and objections of AMP to the Trustee, shall be in writing
signed on behalf of AMP by any duly authorized officer of
AMP or by the CEO or the CEO's delegate. The Trustee may
rely on, and will be fully protected with respect to any
such action taken or omitted in good faith in reliance on,
any information, order, request, direction, instruction,
approval, objection and list delivered to the Trustee by AMP
consistent with the terms of this Trust Agreement.
15.5 AMP may designate individuals or committees to act
on its behalf for purposes of some or all of the provisions
of this Trust Agreement; provided, however, that no such
individuals or committee members may be Participants. Such
individuals or committees and their respective authorities
and powers under this Agreement shall be designated by AMP
in writing to the Trustee. Their authority shall continue
until revoked in writing by AMP and received by the
Trustee. The Trustee shall incur no liability for failure
to act on such individuals' or committees' instructions
without written designation from AMP.
ARTICLE XVI
CHANGE OF CONTROL
16.1 Upon a Change of Control of AMP, the CEO or his
authorized representative, shall notify the Trustee and
shall immediately cause to be remitted to the Trustee as a
contribution to the applicable Trust Fund established or to
be established hereunder for the benefit of each Participant
in the Plans the amount, if any, accrued for the Participant
(including any interest or earnings due on such accrual) for
the current year or for any prior year to the extent not
theretofore already contributed as well as an amount to the
Fee Trust estimated to be sufficient to pay all fees and
expenses that may thereafter become due; provided, however,
that in the CEO's sole discretion all or a portion of the
amounts due to be contributed to the Trust Fund may be
represented by a standby, irrevocable letter of credit
against which the Trustee may draw sufficient funds in order
that, with the amounts contributed in cash or other
property, the Trustee will be able to make the payment(s)
due. Such contribution shall also include any life insurance
policy(ies) purchased by a Company to be used in assisting
AMP to provide benefits under any of the Plans and AMP shall
cause the ownership of such policy(ies) to be transferred to
the Trustee in its capacity as trustee under this Trust
Agreement as well as an amount sufficient such that at any
time thereafter, each Trust will have sufficient funds, on a
current basis, to provide the benefit due, or which may
become due based on the facts then extant, to the
Participant (or his designated beneficiary) under the Plan
in any of the benefit forms permitted under the Plan. The
CEO shall be obligated to continue to cause additional
contributions (or increases to the amount that may be drawn
against the letter of credit) to be made as may be necessary
from time to time to insure that at all times each
applicable Trust contains sufficient funds, on a current
basis, to provide the entire benefit due to the Participant
(or his designated beneficiary) under the Plan. The Trustee
shall be under no duty to determine the sufficiency, or to
enforce the making, of such contributions.
16.2 In the event that the CEO determines that, for
purposes of this Trust Agreement, a Change of Control of AMP
is imminent, the CEO shall notify the Trustee and shall
cause AMP to make the payments to the Trustee specified in
Section 16.1. If a Change of Control of AMP shall not have
occurred within ninety (90) days of the contributions made
pursuant to this Section 16.2 and AMP's Board of Directors
adopts a resolution to the effect that, for purposes of this
Trust Agreement, a Change of Control of AMP is not imminent,
any amounts added to an applicable Trust pursuant to this
Section 16.2, together with any earnings thereon, shall be
paid by the Trustee to AMP.
16.3 A "Change of Control of AMP" shall mean:
(a) any Person (as defined below) is or becomes the
beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")), directly or indirectly, of securities of AMP (not
including in the securities beneficially owned by such
Person any securities acquired directly from AMP or its
affiliates) representing 30% or more of either the then
outstanding shares of common stock of the Corporation or the
combined voting power of the Corporation's then outstanding
securities; or
(b) the following individuals cease for any
reason to constitute a majority of the number of directors
then serving: individuals who, on the date hereof,
constitute the Board and any new director (other than a
director whose initial assumption of office is in connection
with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the
election of directors of AMP) whose appointment or election
by the Board or nomination for election by AMP's
stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were
directors on the date hereof or whose appointment, election
or nomination for election was previously so approved; or
(c) there is consummated a merger or
consolidation of AMP with any other corporation or the
issuance of voting securities of AMP in connection with a
merger or consolidation of AMP (or any direct or indirect
subsidiary of AMP) pursuant to applicable stock exchange
requirements, other than (A) a merger or consolidation that
would result in the voting securities of AMP outstanding
immediately prior to such merger or consolidation continuing
to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or
any parent thereof) at least 50% of the combined voting
power of the voting securities of AMP, or such surviving
entity or any parent thereof, outstanding immediately after
such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of
AMP (or similar transaction) in which no Person is or
becomes the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of
AMP (not including in the securities beneficially owned by
such Person any securities acquired directly from AMP or its
affiliates)representing 30% or more of either the then
outstanding shares of common stock of AMP or the combined
voting power of AMP's then outstanding securities; or
(d) the stockholders of AMP approve a plan of
complete liquidation or dissolution of AMP or there is
consummated an agreement for the sale or disposition by AMP
of all or substantially all of AMP's assets, other than a
sale or disposition by AMP of all or substantially all of
AMP's assets to an entity, at least 70% of the combined
voting power of the voting securities of which are owned by
Persons in substantially the same proportions as their
ownership of AMP immediately prior to such sale.
(e) Person - For the purpose of this Agreement,
"Person" shall have the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include:
(i) AMP or any of its subsidiaries;
(ii) a trustee or other fiduciary holding
securities under an employee benefit plan of AMP or any of
its subsidiaries;
(iii) an underwriter temporarily holding
securities pursuant to an offering of such securities; or
(iv) a corporation owned, directly or indirectly,
by the stockholders of AMP in substantially the same
proportions as their ownership of stock of AMP.
ARTICLE XVII
MISCELLANEOUS PROVISIONS
17.1 This Trust Agreement shall be governed by and con
strued in accordance with the laws of the Commonwealth of
Pennsylvania applicable to contracts made and to be
performed therein, exclusive of any conflict of laws
provision. It shall be binding upon and inure to the
benefit of each Company and the Trustee and their respective
successors and assigns.
17.2 All titles and Article headings herein have been
inserted for convenience of reference only and shall in no
way modify, restrict or affect the meaning or interpretation
of any of the terms or provisions of this Trust Agreement.
17.3 This Trust Agreement is intended as a complete and
exclusive statement of the agreement of the parties hereto,
and supersedes all previous agreements or understandings
among them.
17.4 The term "Trustee" shall include any successor
trustee. If a Trustee or custodian hereunder is a bank or
trust company, any corporation resulting from any merger,
consolidation or conversion to which such bank or trust
company may be a party, or any corporation otherwise
succeeding generally to all or substantially all of the
assets or business of such bank or trust company, shall be
the successor to it as Trustee hereunder without the
execution of any instrument or any further action on the
part of any party hereto or the Participant hereunder;
provided, however, that, except as provided in the preceding
clause, any successor to the original Trustee must be a
Replacement Trustee.
17.5 If any provision of this Trust Agreement shall be
invalid and unenforceable, the remaining provisions hereof
shall continue to be effective.
17.6 Any reference hereunder to the Participant shall
expressly be deemed to include, where relevant, a
beneficiary of such Participant duly designated under the
terms of the Plans. The Participant shall cease to have
such status once any and all amounts due him under the Plans
have been satisfied.
17.7 Whenever used herein, and to the extent
appropriate, the masculine, feminine or neuter gender shall
include the other two genders, the singular shall include
the plural and the plural shall include the singular.
17.8 This Trust Agreement may be executed in any number
of counterparts, each of which shall be deemed to be the
original, and said counterparts shall constitute but one and
the same instrument.
17.9 Benefits payable to Plan participants and their
beneficiaries under this Trust Agreement may not be
anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered or subjected to attachment,
garnishment, levy, execution or other legal or equitable
process.
ARTICLE XVIII
DEFINITIONS
18.1 "AMP" shall mean AMP Incorporated, a corporation
organized and existing under the laws of the Commonwealth of
Pennsylvania.
18.2 "Board" shall mean AMP's Board of Directors.
18.3 "CEO" shall mean the Chief Executive Officer of
AMP.
18.4 "Code" shall mean the Internal Revenue Code of
1986, as amended.
18.5 "Company" shall mean AMP together with its each
direct and indirect affiliated company that shall adopt
the Trust Agreement with the permission of the Board.
18.6 "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.
18.7 "Fee Trust" shall mean a separate Trust to provide
a source for payment of any fees, including legal fees,
incurred by the Trustee in the administration of the Trusts
or by participants in enforcing their rights under the Trust
Agreement.
18.8 "Insolvent" shall mean (i) the inability of AMP to
pay its debts when they mature or (ii) AMP is subject as a
debtor to a pending proceeding under the Federal Bankruptcy
Code.
18.9 "Participant" shall mean each participant in the
Plans designated by the Company and listed on Exhibit B
hereto or added hereafter by the CEO.
18.10 "Plans" shall mean certain employment,
retirement and welfare benefit agreements and plans adopted
by AMP and listed on Exhibit A attached hereto as of the
date hereof or, thereafter, added as designated by the CEO.
18.11 "Shortfall Trust" shall mean a separate Trust
to provide a source of payment of any benefits under a Plan
to the extent that the assets of an individual Trust
established for a Participant are insufficient to provide
all benefits due.
18.12 "Trust" shall mean each separate irrevocable
trust fund created by AMP and the Trustee under the Trust
Agreement with respect to designated participants in the
Plans.
18.13 "Trust Agreement" shall mean the master trust
agreement with the Trustee, originally effective as of April
1, 1997, adopted for the purpose of providing a funding
source for the Plans.
18.14 "Trustee" shall mean Dauphin Deposit Bank and
Trust Company, a banking association organized and existing
under the laws of the Commonwealth of Pennsylvania, and any
successor thereto.
18.15 "Trust Fund" shall mean collectively all
money and other property, all investments and reinvestment
made therewith or proceeds thereof and all earnings and
profits (less losses) thereon, less all payments and charges
as authorized herein, for each of the Trusts.
IN WITNESS WHEREOF, this Trust Agreement has been
duly executed by the parties hereto as of the day and year first
above written.
AMP INCORPORATED
/s/ X. X. Xxxxxxxx By: /s/ X. X. Xxxxxx
---------------------------- ---------------------
Secretary (Seal)
Attest: DAUPHIN DEPOSIT BANK AND TRUST COMPANY
(as Trustee)
/s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ Xxx X. Xxxxxx
------------------------------ ----------------------
Asst. Secretary (Seal) Vice President
EXHIBIT A
LIST OF PARTICIPATING PLANS
Plan Name Tab
--------- ---
AMP Incorporated Pension Restoration Plan, originally effective 1
January 1, 1983, amended and restated effective January 1,
1995
AMP Incorporated Supplemental Executive Pension Plan, effective 2
January 1, 1997
AMP Incorporated Deferred Compensation Plan, effective January 3
1, 1995; The Xxxxxxxx Corporation Deferred Compensation
Plan, effective January 1, 1995
AMP Incorporated Split-Dollar Life Insurance Agreements 4
AMP Incorporated Retirement Plan for Outside Directors 5
AMP Incorporated Deferred Stock Accumulation Plan for 6
Outside Directors
AMP Incorporated Deferred Compensation Plan for 7
Non-Employee Directors
Executive Severance Agreements 8
EXHIBIT B
FOR A LISTING OF COVERED PARTICIPANTS, SEE XXXXXXXX X, X, X, X, X, X, X, XXX L
THAT ARE ATTACHED TO THE TRUSTEE LETTER OF INSTRUCTION, EXHIBIT D HERETO.
EXHIBIT C
Copies of the Plans: these Plans either are filed as other
Item 601(b)(10) Material Contracts under Regulation S-K
or are otherwise available upon request by contacting
the Corporate Secretary of AMP Incorporated
EXHIBIT D
May 2, 1997
Certified Mail
Return Receipt Requested
Ms. Xxxxx Xxxxxx
Assistant Vice President
Employee Benefits
Dauphin Deposit Bank and Trust Company
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Dear Xx. Xxxxxx:
Section 3.2 of the AMP Incorporated Supplemental Benefit Trust Agreement
(the "Agreement") between AMP Incorporated ("AMP") and Dauphin Deposit Bank and
Trust Company ("Dauphin Deposit") provides that the amount, form and timing of'
benefits and other payments to the Participants (or their beneficiaries) under
certain employment, retirement and welfare benefit plans and other agreements
maintained, or entered into, by AMP (the "Plans") for whom individual trusts
have been established are to be governed by the terms of the applicable Plans
(for which the trusts are designed to serve as the funding vehicles) in which
those individuals are or were Participants. A list of the applicable Plans is
attached hereto as Exhibit A. Further, Section 3.4 of the Agreement provides
that Dauphin Deposit shall draw upon any letter of credit contributed to the
Trust Fund under the Agreement if funds are needed to pay benefits to a
Participant (or beneficiary) and there are insufficient assets in the Trust
created to pay the Participant's benefit and in the Shortfall Trust to make the
payment(s) due.
Section 7.2 of the Agreement provides that Dauphin Deposit, in its capacity
as the trustee of the individual trusts, is required to make payments, or
provide benefits, to the Participants (or their beneficiaries) in accordance
with a letter of instructions to be furnished by AMP. The purpose of this letter
is to serve as the appropriate instructions and, specifically, to provide
Dauphin Deposit with (a) lists of the Participants in each of the applicable
Plans for whom individual trusts have been established (including, where
appropriate, the forms of the benefit payments to which the individuals are
entitled), (b) summaries of the operative provisions of each of the applicable
Plans relating to the timing of benefit payments, (c) the procedures to be
followed by Dauphin Deposit in making payments from the individual trusts and
(d) where appropriate, the names and addresses of the individuals to be
contacted by Dauphin Deposit to ascertain the amount of the benefit to be
distributed or payments to be made to the Participants.
Please note that, pursuant to Section 7.7 of the Agreement and prior to a
Change of Control, AMP may make payment of benefits directly to participants or
their beneficiaries as they become due under the terms of the Plans if AMP has
determined to do so. Therefore, AMP will be entitled to reimbursement from the
trusts in the amount paid to the Participants, and you are authorized to pay AMP
appropriate amounts upon presentation of a certification as to the sums paid to
each Participant. However, in the event that any Participant or beneficiary does
not receive amounts from AMP to which he or she claims entitlement under the
Plans within 60 days of when such payment is otherwise due, such Participant and
you are expressly authorized to follow the procedures outlined in this letter.
1. AMP Incorporated Pension Restoration Plan.
(a) Participants. A list of the Participants in this Plan for whom
individual trusts have been established (and the forms of their respective
benefit payments) is attached hereto as Exhibit B.
(b) Timing of Distribution. The Plan provides that a Participant's benefit
shall ordinarily commence concurrently with the commencement of benefits
under the AMP Incorporated Pension Plan (the "Pension Plan") on the
Participant's retirement date without the necessity of filing an
application under the Plan for such benefits. A copy of the relevant
provisions of the Pension Plan are attached as Exhibit C. The Pension Plan
provides that a Participant's benefit payments generally commence on the
first day of the month following the receipt of a completed application by
a Participant who is then eligible to receive a benefit.
(c) Form of Distribution. Plan benefits will be paid in the form that is
elected under the Pension Plan, and the Participant's designations as to
joint annuitants and beneficiaries made under the Pension Plan will apply
under the Plan. The normal form of benefit under the Pension Plan for a
single participant is a single life annuity and for a married participant
is a 50% joint and survivor annuity. The optional forms of benefit
available under the Pension Plan are: (a) 100% joint and survivor annuity,
(b) 75% joint and survivor annuity, (c) 50% joint and survivor annuity, (d)
25% joint and survivor annuity, (e) 5-year period certain annuity, (f)
10-year period certain annuity, (g) 15-year period certain annuity, or (h)
Social Security adjustment annuity, under which payments shall be adjusted
so that payments prior to Social Security entitlement will approximately
equal the combined Plan and Social Security payments after Social Security
entitlement. As an alternative to the forms of benefit available under the
Pension Plan, a Participant may elect to receive benefits under the Plan in
the form of a single lump sum distribution, which election must be made at
least three months prior to and in the calendar year prior to the
Participant's Retirement Date.
(d) Death Benefits. If a married Participant dies before retirement, his
spouse will receive a survivor annuity benefit calculated in accordance
with the terms of the Pension Plan. The Plan does not provide a survivor
benefit for single participants. If a Participant dies after retirement,
his spouse will receive survivor benefits only if the Participant had
elected to receive his Plan benefit in the form of a joint and survivor
annuity or period certain annuity, and such form of payment, by its terms,
calls for continuing benefit payments after the Participant's death.
(e) Change of Control. Upon a Change of Control of AMP, as defined below,
all Participants shall be fully vested in the benefit due under the Plan
and AMP shall make, or cause to be made, any additional contributions of
funds as are required so that the amount of funds shall equal at least the
total present value of the Participants' benefits under the Plan as of the
first day of the month immediately preceding the Change of Control. If a
Participant believes he is entitled to a benefit payment and has not
received it directly from AMP, he must submit to Dauphin Deposit (i)
written notification of his termination of employment by reason of the
circumstances described above and (ii) a written request for payment of the
benefit. This documentation must be submitted directly to the
representative of Dauphin Deposit designated from time to time (the
"Dauphin Representative"). Within 7 days of its receipt of the required
documentation from the Participant, Dauphin Deposit shall verify the
Participant's retirement or termination of service by sending a request for
verification to the Corporate Secretary at AMP (or his successor). The
request for verification must be sent by registered mail and must include a
request for a written response within 7 days of receipt. When Dauphin
Deposit receives a written verification of the Participant's termination of
service or if no such verification is received, Dauphin Deposit is
authorized and directed to make benefit payments on behalf of AMP without
further demand being made to AMP by the Participant.
(f) Contact. Dauphin Deposit is instructed to contact the Corporate
Secretary at AMP Incorporated, X.X. Xxx 0000, Xxxxxxxx 000-00, Xxxxxxxxxx,
XX 00000-0000, (000) 000-0000, to determine the amount payable.
2. AMP Incorporated Supplemental Executive Pension Plan.
(a) Participants. A list of the Participants in this Plan for whom
individual trusts have been established (and the forms of their respective
benefit payments) is attached hereto as Exhibit D.
(b) Timing of Distribution. The Plan provides that a Participant's benefit
shall ordinarily commence concurrently with the commencement of benefits
under the AMP Incorporated Pension Plan (the "Pension Plan") on the
Participant's retirement date without the necessity of filing an
application under the Plan for such benefits. A copy of the relevant
provisions of the Pension Plan are attached as Exhibit E. The Pension Plan
provides that a Participant's benefit payments generally commence on the
first day of the month following the receipt of a completed application by
a Participant who is then eligible to receive a benefit.
(c) Form of Distribution. Plan benefits will be paid in the form that is
elected under the Pension Plan, and the Participant's designations as to
joint annuitants and beneficiaries made under the Pension Plan will apply
under the Plan. The normal form of benefit under the Pension Plan for a
single participant is a single life annuity and for a married participant
is a 50% joint and survivor annuity. The optional forms of benefit
available under the Pension Plan are: (a) 100% joint and survivor annuity,
(b) 75% joint and survivor annuity, (c) 50% joint and survivor annuity, (d)
25% joint and survivor annuity, (e) 5-year period certain annuity, (f)
10-year period certain annuity, (g) 15-year period certain annuity, or (h)
Social Security adjustment annuity, under which payments shall be adjusted
so that payments prior to Social Security entitlement will approximately
equal the combined Plan and Social Security payments after Social Security
entitlement. As an alternative to the forms of benefit available under the
Pension Plan, a Participant may elect to receive benefits under the Plan in
the form of a single lump sum distribution, which election must be made at
least three months prior to and in the calendar year prior to the
Participant's Retirement Date.
(d) Death Benefits. If a married Participant dies before retirement, his
spouse will receive a survivor annuity benefit calculated in accordance
with the terms of the Pension Plan. The Plan does not provide a survivor
benefit for single participants. If a Participant dies after retirement,
his spouse will receive survivor benefits only if the Participant had
elected to receive his Plan benefit in the form of a joint and survivor
annuity or period certain annuity, and such form of payment, by its terms,
calls for continuing benefit payments after the Participant's death.
(e) Change of Control. Upon a Change of Control of AMP, as defined below,
all Participants shall be fully vested in the benefit due under the Plan
and AMP shall make, or cause to be made, any additional contributions of
funds as are required so that the amount of funds shall equal at least the
total present value of the Participants' benefits under the Plan as of the
first day of the month immediately preceding the Change of Control. If a
Participant believes he is entitled to a benefit payment and has not
received it directly from AMP, he must submit to Dauphin Deposit (i)
written notification of his termination of employment by reason of the
circumstances described above and (ii) a written request for payment of the
benefit. This documentation must be submitted directly to the
representative of Dauphin Deposit designated from time to time (the
"Dauphin Representative"). Within 7 days of its receipt of the required
documentation from the Participant, Dauphin Deposit shall verify the
Participant's retirement or termination of service by sending a request for
verification to the Corporate Secretary at AMP (or his successor). The
request for verification must be sent by registered mail and must include a
request for a written response within 7 days of receipt. When Dauphin
Deposit receives a written verification of the Participant's termination of
service or if no such verification is received, Dauphin Deposit is
authorized and directed to make benefit payments on behalf of AMP without
further demand being made to AMP by the Participant.
(f) Contact. Dauphin Deposit is instructed to contact the Corporate
Secretary at AMP Incorporated, X.X. Xxx 0000, Xxxxxxxx 000-00, Xxxxxxxxxx,
XX 00000-0000, (000) 000-0000, to determine the amount payable.
3. AMP Incorporated Deferred Compensation Plan and The Xxxxxxxx Corporation
Deferred Corporation Deferred Compensation Plan.
(a) Participants. A list of the Participants in these Plans for whom
individual trusts have been established (and the forms of their respective
benefit payments) is attached hereto as Exhibit F.
(b) Timing of Distribution. A Participant's benefit shall commence within
60 days following receipt of written notice by a Plan's administrative
committee (the "Committee") that the Participant has retired, died, or
become disabled. Upon termination of employment for reasons other than
retirement, disability or death, payments will begin twelve months after
the termination date. In the event that the Plan's committee, under written
request by the Participant, determines that the Participant has suffered an
unforeseeable financial emergency, the Participant shall receive, as soon
as practicable following the determination, a lump sum distribution of the
amount needed to meet the emergency. In addition, an active Participant may
elect at any time a lump sum hardship distribution of his entire account
balance (subject to certain penalties that would apply) upon written
request to the Committee, which shall be paid within 45 days following
receipt of the notice by the Committee.
(c) Form of Distribution. The benefits will be paid (as elected by the
Participant) in either (a) annual payments of a fixed amount over a period
of up to ten years, or (b) a lump sum. With regard to benefits paid on
account of disability or death, the Committee, in its sole discretion, may
direct that benefits be paid in a lump sum regardless of the form elected.
(d) Death and Disability Benefits. Upon the death or disability of the
Participant, the balance of the Participant's vested account shall be paid
to the Participant's beneficiary or the disabled Participant
(e) Change of Control. Upon a Change of Control of AMP, as defined below,
AMP shall make, or cause to be made, any additional contributions of funds
as are required so that the amount of funds shall equal at least the total
value of the Participants' accounts under each Plan as of the first day of
the month immediately preceding the Change of Control. If a Participant
believes he is entitled to a benefit payment and has not received it
directly from AMP, he must submit to Dauphin Deposit (i) written
notification of his termination of employment by reason of the
circumstances described above and (ii) a written request for payment of the
benefit. This documentation must be submitted directly to the
representative of Dauphin Deposit designated from time to time (the
"Dauphin Representative"). Within 7 days of its receipt of the required
documentation from the Participant, Dauphin Deposit shall verify the
Participant's termination of service by sending a request for verification
to the Corporate Secretary at AMP (or his successor). The request for
verification must be sent by registered mail and must include a request for
a written response within 7 days of receipt. When Dauphin Deposit receives
a written verification of the Participant's termination of service or if no
such verification is received, Dauphin Deposit is authorized and directed
to make benefit payments on behalf of AMP without further demand being made
to AMP by the Participant.
(f) Contact. Dauphin Deposit is instructed to contact Xxxxx Xxxxxx at The
Xxxx Organization, located at 000 0xx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX,
00000, (412) 281- 5472, to determine the amount payable in accordance with
its engagement letter, a copy of which is attached as Exhibit G. In
addition, Xxxxx Xxxxxx is instructed to submit its xxxx for services
directly to Dauphin Deposit.
4. AMP Incorporated Split-Dollar Life Insurance Agreements.
(a) Participants. A list of the Participants who have AMP Incorporated
Split-Dollar Life Insurance Agreements ("Agreements") and for whom
individual trusts have been established is attached hereto as Exhibit H.
(b) Timing of Distribution. Upon the death of a Participant, the
Participant's beneficiary shall receive the death benefit portion under the
Plan.
(c) Form of Distribution. The benefits will be paid in the form of a
lump sum.
(d) Change of Control. Upon a Change of Control of AMP, as defined below,
AMP shall contribute to the individual trusts an amount sufficient to pay
all insurance policy premiums that will become due under the Agreements
until the later of (i) the policy anniversary date next following the
Employee's 65th birthday, or (ii) the expiration of 15 policy years from
the date of the Agreement, unless the parties mutually consent to continue
the Agreement further at that time. Upon the death of a Participant covered
by an Agreement during this time period, the Participant's beneficiary
shall receive the death benefit in a lump sum in accordance with the terms
of the Agreement and AMP shall receive the remaining death benefit.
(e) Contact. Dauphin Deposit is instructed to contact Xxxxx Xxxxxx at The
Xxxx Organization, located at 000 0xx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX,
00000, (412) 281- 5472, to determine the amount payable in accordance with
its engagement letter, a copy of which is attached as Exhibit G. In
addition, Xxxxx Xxxxxx is instructed to submit its xxxx for services
directly to Dauphin Deposit.
5. AMP Incorporated Retirement Plan for Outside Directors.
(a) Participants. A list of the Participants in this Plan for whom
individual trusts have been established (and the forms of their respective
benefit payments) is attached hereto as Exhibit I.
(b) Timing of Distribution. Benefits payments shall commence on the first
day of the month following the first full month after the Participant (i)
retires with five or more years of service at or after the end of the
calendar year in which he attains age 72, or (ii) becomes disabled, as
defined in the Plan, with five or more years of service. A Participant who
terminates service for a reason other than disability between ages 65 and
72 and is credited with at least 10 years of service may be eligible for
reduced early retirement benefits at the discretion of the Board of
Directors.
(c) Form of Distribution. Benefits generally will be paid in quarterly
installments. After the first payment is made as described in Paragraph
(b), quarterly installments shall be made on each subsequent January 1,
April 1, July 1 and October 1, until the Participant's death. At the sole
discretion of the Board of Directors, a Participant may be given the option
to receive his benefits in the form of a lump sum.
(d) Death Benefits. There are no death benefits under the Plan.
(e) Change of Control. Upon a Change of Control of AMP, as defined below,
all active Participants will become fully vested and benefits shall be
payable on the date a Participant ceases service to AMP. If a Participant
believes he is entitled to a benefit payment and has not received it
directly from AMP, he must submit to Dauphin Deposit (i) written
notification of his termination of Board service and (ii) a written request
for payment of the benefit. This documentation must be submitted directly
to the representative of Dauphin Deposit designated from time to time (the
"Dauphin Representative"). Within 7 days of its receipt of the required
documentation from the Participant, Dauphin Deposit shall verify the
Participant's termination of Board service by sending a request for
verification to the Corporate Secretary at AMP (or his successor). The
request for verification must be sent by registered mail and must include a
request for a written response within 7 days of receipt. When Dauphin
Deposit receives a written verification of the Participant's termination of
Board service or if no such verification is received, Dauphin Deposit is
authorized and directed to make benefit payments on behalf of AMP without
further demand being made to AMP by the Participant.
(f) Contact. Dauphin Deposit is instructed to contact the Corporate
Secretary at AMP Incorporated, X.X. Xxx 0000, Xxxxxxxx 000-00, Xxxxxxxxxx,
XX 00000-0000, (000) 000-0000, to determine the amount payable.
6. AMP Incorporated Deferred Stock Accumulation Plan for Outside Directors.
(a) Participants. A list of the Participants in this Plan for whom
individual trusts have been established (and the forms of their respective
benefit payments) is attached hereto as Exhibit J.
(b) Timing and Form of Distribution. Benefits shall be payable (or begin to
be paid) in cash to a Participant within thirty days of his termination of
Board service. Benefits shall be paid either in a single lump sum or in up
to ten annual installments, as elected by the Participant in writing upon
becoming a Plan Participant or as subsequently changed (if prior to a year
and a day before termination of Board service). If the ten annual
installment form of benefit is elected, subsequent payments shall be made
in each succeeding January until completed.
(c) Death Benefits. If a Participant dies before receiving his or her
entire account under the Plan, any balance remaining shall be paid in a
lump sum as soon as practicable to the Participant's designated
beneficiary, or if no beneficiary is designated, then the Participant's
estate.
(d) Change of Control. Upon a Change of Control of AMP, as defined below,
followed by a Participant's cessation of service to AMP, the entire balance
of the Participant's Deferred Stock Accumulation Account shall be
immediately due and payable to the Participant in a single lump sum. If a
Participant believes he is entitled to a benefit payment and has not
received it directly from AMP, he must submit to Dauphin Deposit (i)
written notification of his termination of Board service and (ii) a written
request for payment of the benefit. This documentation must be submitted
directly to the representative of Dauphin Deposit designated from time to
time (the "Dauphin Representative"). Within 7 days of its receipt of the
required documentation from the Participant, Dauphin Deposit shall verify
the Participant's termination of Board service by sending a request for
verification to the Corporate Secretary at AMP (or his successor). The
request for verification must be sent by registered mail and must include a
request for a written response within 7 days of receipt. When Dauphin
Deposit receives a written verification of the Participant's termination of
Board service or if no such verification is received, Dauphin Deposit is
authorized and directed to make benefit payments on behalf of AMP without
further demand being made to AMP by the Participant.
(e) Contact. Dauphin Deposit is instructed to contact the Corporate
Secretary at AMP Incorporated, X.X. Xxx 0000, Xxxxxxxx 000-00, Xxxxxxxxxx,
XX 00000-0000, (000) 000-0000, to determine the amount payable.
7. AMP Incorporated Deferred Compensation Plan for Non-Employee Directors.
(a) Participants. A list of the Participants in this Plan for whom
individual trusts have been established (and the forms of their respective
benefit payments) is attached hereto as Exhibit K.
(b) Timing and Form of Distribution. Benefits shall be payable (or begin to
be paid) to a Participant in the deferral year elected by the Participant,
which shall in no event be later than the year in which the Participant
attains age 73. Benefits shall become payable within 30 days following the
first business day of the payment year, and shall be paid either in a
single lump sum or in up to ten annual installments, as elected by the
Participant in writing with regard to each year's deferral amount. If the
annual installment form of benefit is elected, subsequent payments shall be
made within 30 days following the first business day of each successive
year until completed.
(c) Death Benefits. If a Participant dies before receiving his or her
entire account under the Plan, any balance remaining shall be paid in a
lump sum as soon as practicable to the Participant's designated
beneficiary, or if no beneficiary is designated, then the Participant's
estate.
(d) Change of Control. Upon a Change of Control of AMP, as defined below,
followed by a Participant's cessation of service to AMP, the entire balance
of the Participant's account under the Plan shall be immediately due and
payable to the Participant in a single lump sum. If a Participant believes
he is entitled to a benefit payment and has not received it directly from
AMP, he must submit to Dauphin Deposit (i) written notification of his
termination of Board service and (ii) a written request for payment of the
benefit. This documentation must be submitted directly to the
representative of Dauphin Deposit designated from time to time (the
"Dauphin Representative"). Within 7 days of its receipt of the required
documentation from the Participant, Dauphin Deposit shall verify the
Participant's termination of Board service by sending a request for
verification to the Corporate Secretary at AMP (or his successor). The
request for verification must be sent by registered mail and must include a
request for a written response within 7 days of receipt. When Dauphin
Deposit receives a written verification of the Participant's termination of
Board service or if no such verification is received, Dauphin Deposit is
authorized and directed to make benefit payments on behalf of AMP without
further demand being made to AMP by the Participant.
(e) Contact. Dauphin Deposit is instructed to contact the Corporate
Secretary at AMP Incorporated, X.X. Xxx 0000, Xxxxxxxx 000-00, Xxxxxxxxxx,
XX 00000-0000, (000) 000-0000, to determine the amount payable.
8. Executive Severance Agreements.
(a) Participants. A list of the Participants with Agreement for whom
individual trusts have been established is attached hereto as Exhibit L.
(b) Timing and Form of Distributions Upon Change of Control.
(i) Severance Payments. Severance payments shall be payable in a
lump sum in the event that any time within two years after a Change of
Control of AMP, as defined below, the Participant's employment with
AMP is terminated for any reason, other than death, disability, for
"Cause," as determined by a three-quarters vote of the Board of
Directors in accordance with the terms of the Executive Severance
Agreement, or as terminated by the Participant for "Good Reason," as
defined under the Executive Severance Agreement.
(ii) Other Compensation Payable upon Change of Control. Upon a
Change of Control of AMP, all outstanding Stock Bonus Units awarded to
the Participant under the Bonus Plan, the 1993 Long- Term Equity
Incentive Plan, or any successor plan thereto with respect to which a
Stock and Supplemental Cash Bonus has not been previously computed and
distributed to the Participant, including any 1993 Plan awards granted
to the Participant subsequent to the date of any Change of Control of
AMP that is prior to the Participant's termination, will be computed
and distributed to the Participant in cash. In addition, the
Participant shall receive benefits under the 1993 Plan or any
successor plan thereto in the appropriate number of shares of common
stock of AMP or an amount in cash equal to the fair market value of
such shares. All unvested restricted shares, if any, granted to the
Participant under the Restricted Stock Agreement with AMP shall be
paid in cash in equal installments on the date designated in the
Agreement for the vesting of restricted shares granted thereunder.
(iii) Other Compensation Payable upon Change of Control and
Termination of Employment. In the event of a Change of Control of AMP
followed by a termination of employment (for any reason, other than
death, disability, for "Cause," as determined by a three-quarters vote
of the Board of Directors in accordance with the terms of the
Executive Severance Agreement, or as terminated by the Participant for
"Good Reason," as defined under the Executive Severance Agreement)
within two years of the Change of Control of AMP, an additional
pension benefit (in addition to that under the pension payable under
the Pension Plan and the Pension Restoration Plan in effect
immediately prior to the change in control) shall by payable to the
Participant in accordance with the form and timing provisions of
Pension Plan and the Pension Restoration Plan, including the election,
at the time of the Participant's retirement date, of a joint annuity
option.
(iv) Benefits Payable upon Pending Change of Control. The lump
sum benefits described in Subparagraph (i) will be paid during a
"Pending Change of Control," as defined in the Severance Agreement, if
the Participant's employment (A) is terminated by AMP for any reason,
other than death, disability or Cause, or (B) is terminated by the
Participant for Good Reason, and either (A) a Change of Control of AMP
occurs within one year of the last event constituting a Pending Change
of Control, or (B) the Participant reasonably demonstrates that his or
her termination of employment either occurred at the request of a
third party whose actions gave rise to the Pending Change of Control
or otherwise occurred in connection with or in anticipation of a
Change of Control of AMP. In addition, under the circumstances
described in this Subparagraph (iv), the Participant will receive the
additional compensation and benefits described in Subparagraphs (ii)
and (iii) above, except that with respect to the supplemental pension
benefits paid under Subparagraph (iii), the Participant shall not be
required to terminate employment in accordance with the requirements
described in Subparagraph (iii) in order to receive benefits. In
addition, upon a Pending Change of Control, AMP shall contribute to
the trusts an amount that is sufficient to pay scheduled annual
premiums for the period extending until the later of the policy
anniversary date following the Participant's 65th birthday or the 15th
anniversary of the policy. If the Change of Control of AMP does not
occur within the twelve-month period following the most recent Pending
Change of Control, Dauphin Deposit, upon written request of AMP, shall
return to AMP the assets contributed on account of such Pending Change
of Control.
(d) Payment of Benefits. If a Participant believes he is entitled to a
benefit payment and has not received it directly from AMP, he must submit
to Dauphin Deposit (i) written notification of the basis on which the
Participant believes he is eligible for benefits and (ii) a written request
for payment of the benefits. This documentation must be submitted directly
to the representative of Dauphin Deposit designated from time to time (the
"Dauphin Representative"). Within 10 days of its receipt of the required
documentation from the Participant, Dauphin Deposit shall verify the
Participant's eligibility for benefits by sending a request for
verification to the Corporate Secretary at AMP (or his successor). The
request for verification must be sent by registered mail and must include a
request for a written response within 7 days of receipt. When Dauphin
Deposit receives a written verification of the Participant's eligibility
for benefits or if no such verification is received, Dauphin Deposit is
authorized and directed to make benefit payments on behalf of AMP without
further demand being made to AMP by the Participant.
(e) Contact. Dauphin Deposit is instructed to contact the Corporate
Secretary at AMP Incorporated, X.X. Xxx 0000, Xxxxxxxx 000-00, Xxxxxxxxxx,
XX 00000-0000, (000) 000-0000, to determine the amount payable.
9. Claims Procedure.
All claims for benefits shall be resolved in accordance with Section 503 of
the Employee Retirement Income Security Act of 1974, as amended; provided,
however, that if any claim is not resolved to the satisfaction of any
Participant (or his beneficiary), nothing contained herein or the Agreement
shall prevent a Participant (or his beneficiary) from having the dispute
with AMP resolved by a court of competent jurisdiction.
10. Consultants.
Dauphin Deposit is hereby authorized and directed to engage the consultant
listed herein who has agreed to provide the determinations (and other
services) required herein pursuant to their individual engagement letters
which are attached hereto. As is provided in the appropriate sections of
this letter, all fee requests submitted on behalf of the consultant
described above shall be paid from the separate account that has been
established specifically for the purpose of satisfying those claims for
fees. Notwithstanding the foregoing, if any consultant or accountant is
unable or unwilling to perform the duties required hereunder, Dauphin
Deposit is hereby authorized and directed, in its sole discretion, to
engage other comparable consultants or accountants and to pay their
reasonable fees from the separate account.
11. Withholding of Taxes.
Dauphin Deposit is hereby authorized and directed to withhold all federal
taxes in accordance with IRS Form 2678 or any successor form, a copy of
which is attached hereto as Exhibit M, from the payments made to the
Participants under the Plans.
12. Due Authorization and No Modification.
Attached hereto as Exhibit N is a Secretary's Certificate evidencing the
due adoption of resolutions by the Board of Directors of AMP authorizing me
to take whatever action I deem appropriate to implement the Plans, which I
have accomplished by this letter. Please note that these instructions may
not be superseded or modified in any way after a Change of Control of AMP,
as defined below, in any way unless each Participant who might be affected
by any change agrees to the modifications in writing.
13. Change of Control.
"Change of Control of AMP" shall be defined in accordance with Section 16.3
of the Agreement.
If you have any questions or comments regarding the information or
instructions set forth in this letter, please contact either Xxxxxx Xxxxxxxxxxxx
of Xxxxxx, Xxxxx & Xxxxxxx at 000-000-0000 or Xxxxxx Xxxxxx at AMP at
000-000-0000.
Sincerely,
/s/ X. X. Xxxxxx
X. X. Xxxxxx
President and Chief
Executive Officer
AMP Incorporated
Agreed to:
/s/ Xxxxx X. Xxxxxx
-------------------------
Vice President
-------------------------
[Title]
LIST OF EXHIBITS
EXHIBIT A
LIST OF PARTICIPATING PLANS (REFERENCE EXHIBIT A
TO THE AMP INCORPORATED SUPPLEMENTAL BENEFIT TRUST PLAN)
EXHIBIT B
LIST OF PARTICIPANTS IN THE
AMP INCORPORATED PENSION RESTORATION PLAN
EXHIBIT C
EXCERPTS FROM THE AMP INCORPORATED PENSION RESTORATION PLAN
EXHIBIT D
LIST OF PARTICIPANTS IN THE AMP INCORPORATED
SUPPLEMENTAL EXECUTIVE PENSION PLAN
EXHIBIT E
EXCERPTS FROM THE AMP INCORPORATED SUPPLEMENTAL EXECUTIVE PENSION PLAN
EXHIBIT F
LIST OF PARTICIPANTS IN THE AMP INCORPORATED DEFERRED COMPENSATION PLAN
AND THE XXXXXXXX CORPORATION DEFERRED COMPENSATION PLAN
EXHIBIT G
ENGAGEMENT LETTER WITH THE XXXX ORGANIZATION TO ADVISE THE TRUSTEE
ON DEFERRED COMPENSATION PLAN LIABILITIES
EXHIBIT H
LIST OF PARTICIPANTS IN THE
AMP INCORPORATED SPLIT-DOLLAR LIFE INSURANCE PLAN
EXHIBIT I
LIST OF PARTICIPANTS IN THE AMP INCORPORATED RETIREMENT PLAN
FOR OUTSIDE DIRECTORS
EXHIBIT J
LIST OF PARTICIPANTS IN THE AMP INCORPORATED DEFERRED STOCK
ACCUMULATION PLAN FOR OUTSIDE DIRECTORS
EXHIBIT K
LIST OF PARTICIPANTS IN THE AMP INCORPORATED DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
EXHIBIT L
LIST OF PARTICIPANTS WITH SEVERANCE AGREEMENT
EXHIBIT M
IRS FORM 2678
EXHIBIT N
CERTIFIED BOARD RESOLUTION AUTHORIZING CREATION OF THE TRUST
