4- 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. TRUSTEE /s/ Eric S. Schwartz ____________________________________ Eric S. Schwartz as Trustee GOLDMAN, SACHS & CO.Subscription Agreement • February 9th, 1998 • Third Automatic Common Exchange Security Trust
TRUST AGREEMENT CONSTITUTINGTrust Agreement • December 18th, 1997 • Third Automatic Common Exchange Security Trust • New York
Exhibit 2.h READER'S DIGEST AUTOMATIC COMMON EXCHANGE SECURITY TRUST (subject to exchange into shares of Class A Nonvoting Common Stock of The Reader's Digest Association, Inc.) $ TRUST AUTOMATIC COMMON EXCHANGE SECURITIES Underwriting AgreementThird Automatic Common Exchange Security Trust • December 18th, 1997 • New York
Exhibit 2.k.(i) ADMINISTRATION AGREEMENT This ADMINISTRATION AGREEMENT, dated as of this ____ day of ___, 1997, by and between The Bank of New York, a New York banking corporation (the "Administrator"), and William R. Latham III, James B. O'Neill and...Administration Agreement • December 18th, 1997 • Third Automatic Common Exchange Security Trust • New York
Exhibit 2.k.(iv) COLLATERAL AGREEMENTCollateral Agreement • December 18th, 1997 • Third Automatic Common Exchange Security Trust
Exhibit 2.k.(ii) PAYING AGENT AGREEMENT This PAYING AGENT AGREEMENT, dated as of this ____ day of ___, 1997, by and between The Bank of New York, a New York banking corporation (the "Paying Agent"), and William R. Latham III, James B. O'Neill and...Paying Agent Agreement • December 18th, 1997 • Third Automatic Common Exchange Security Trust • New York
Exhibit 2.k.(vi) FUND INDEMNITY AGREEMENT FUND INDEMNITY AGREEMENT, dated as of ___ __, 1997, between Goldman, Sachs & Co. ("Goldman Sachs") and William R. Latham III, James B. O'Neill and Donald J. Puglisi (collectively, the "Trustees"), not in their...Fund Indemnity Agreement • December 18th, 1997 • Third Automatic Common Exchange Security Trust • New York
Exhibit 2.k.(v) FUND EXPENSE AGREEMENT FUND EXPENSE AGREEMENT, dated as of ___ __, 1997, between Goldman, Sachs & Co. ("Goldman Sachs") and The Bank of New York (the "Service Provider"), in its capacities as custodian, paying agent and collateral...Fund Expense Agreement • December 18th, 1997 • Third Automatic Common Exchange Security Trust • New York
Exhibit 2.j CUSTODIAN AGREEMENT This CUSTODIAN AGREEMENT dated as of this ____ day of ___ 1997 by and between The Bank of New York, a New York banking corporation (the "Custodian"), and William R. Latham III, James B. O'Neill and Donald J. Puglisi...Custodian Agreement • December 18th, 1997 • Third Automatic Common Exchange Security Trust • New York
Exhibit 2.a.(i) TRUST AGREEMENT This TRUST AGREEMENT, dated as of June 2, 1997, between GOLDMAN, SACHS & CO., as sponsor (the "Sponsor") and ERIC S. SCHWARTZ, as trustee (the "Trustee"). 1. The Sponsor hereby creates Third Automatic Common Exchange...Trust Agreement • June 2nd, 1997 • Third Automatic Common Exchange Security Trust • New York
Exhibit 2.k.(iii) PURCHASE AGREEMENT THIS AGREEMENT is made as of this ____ day of ________, 1998 between __________________, a ____________ ("Seller") and Reader's Digest Automatic Common Exchange Security Trust, a trust organized under the laws of...Purchase Agreement • December 18th, 1997 • Third Automatic Common Exchange Security Trust • New York
