1
EXHIBIT (10)(xiii)
Amendment of Trust Agreement
RESOLVED, further, that the Trust Agreement, dated as of September 15,
1994, between the Company and Wachovia Bank of North Carolina, N.A., as
Trustee (the "Trust Agreement"), which is intended to provide a source of
funds for benefits to participants and beneficiaries covered under certain
employee benefit plans ("Plans") maintained by the Company, be amended,
through an amendment thereto, effective immediately prior to the Effective
Time to provide that (a) assets may revert to the Company from the Trust
when the value of such assets exceeds 100% of the present value of
liabilities under all of the Plans, (b) only those pension benefits
accrued up to the date of the Effective Time may be paid out of assets of
the Trust, (c) only participants in the Plans as of the date of the
Effective Time shall be entitled to have their benefits in the Plans paid
out of assets of the Trust and (d) the Company may satisfy its funding
obligations to the Trust by contributing letters of credit issued in favor
of the Trust by a financial institution with a rating of "AA" or higher or
may substitute one or more such letters of credit for assets currently
held by the Trust; and
RESOLVED, further, that the Authorized Officers and other appropriate
representatives of the Company be, and each of them hereby is, authorized,
empowered and directed, in the name and on behalf of the Company, to
execute such certificates, instruments and documents and take any and all
other such actions as such officers or representatives shall deem
necessary, advisable or appropriate in order to amend the Trust Agreement
and carry out the intent and purposes of the foregoing resolutions, the
taking of any such action to be deemed conclusive evidence that the Board
and the Company have authorized such action.
