XXXXX XXXXXXX NATURAL GAS CORP.
AMENDMENT NO. 1
TO
DEFERRED STOCK TRUST AGREEMENT
This Amendment ("Amendment") is made effective as of the 30th day of
September, 1998, by and between Xxxxx Xxxxxxx Natural Gas Corp. ("Company") and
Bank of Oklahoma, N.A. ("Trustee") for purposes of amending that certain
Deferred Stock Trust Agreement ("Trust Agreement") dated April 14, 1998 between
Company and Trustee with reference to the following circumstances:
A. It is desired to clarify the terms of the Trust Agreement to
provide that the Trustee will not be entitled to hold any Proceeds (as
hereinafter defined) from the sale or other disposition of the Shares.
B. Section 7.1 of the Trust Agreement permits the Trust Agreement
to be amended by written instrument executed by Trustee and Company.
In consideration of the premises, the Trust Agreement is hereby amended
as follows:
1. Section 1.5 of the Trust Agreement is amended to add the
following at the end thereof:
"Such cash, property or securities shall be held by the Trustee and
invested in accordance with the provisions hereof and the Oklahoma
Uniform Prudent Investor Act until otherwise distributed at the
direction of the Company."
2. Section 1.6 of the Trust Agreement is amended to read in its
entirety as follows:
"1.6 Sale or Conversion of Shares. In the event the Shares are sold or
converted into cash or any security other than an equity security of
the Company or a successor ("Proceeds") in the manner permitted by this
Trust Agreement, the Trust will cause such Proceeds to be paid and
distributed directly to Participants and such Proceeds will not be paid
to the Trust."
Executed as of the date and year first above written.
BANK OF OKLAHOMA, N.A.
By:
----------------------------
Authorized Officer
XXXXX XXXXXXX NATURAL GAS CORP.
By:
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Xxxx X. Xxxxxx
President and Chief Executive Officer
