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Exhibit 99(iii)
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Amendment, effective January 23, 1996, to Trust Agreement dated December
6, 1990, among USLIFE Corporation, Manufacturers Hanover Trust Company
(predecessor to Chemical Bank), and KPMG Peat Marwick LLP (as Independent
Contractor) establishing a trust to fund the USLIFE Corporation Retirement
Plan.
In accordance with the provisions contained in Section 10.1 of the
Agreement, the language in Section 2.3(d) (iv) is deleted in its entirety and
replaced with the following language:
"Change In Control" means (i) a merger or consolidation to which the
Company is a party and for which the approval of any shareholders of the
Company is required; (ii) any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended)
becoming the beneficial owner, directly, or indirectly, of securities of
the Company representing 25% or more of the combined voting power of the
Company's then outstanding securities; (iii) a sale or transfer of
substantially all of the assets of the Company; (iv) a liquidation or
reorganization of the Company; or (v) the occurrence of any Flip Over
Transaction or Event, as defined in Section 1.1(j) of the Amended and
Restated Rights Agreement, as amended from time to time prior to the
occurrence of any such transaction or event that otherwise would have
previously been considered a Flip Over Transaction or Event. Provided,
however, that an event described above shall not constitute a Change In
Control if within 10 days of such event the Continuing Directors provide
the Trustee with a resolution expressly stating that such event shall not
constitute a Change In Control for the purpose of the Agreement.
