TRUST AGREEMENT
This TRUST AGREEMENT, dated as of August 17, 1995, between XXXXXX
XXXXXXX & CO. INCORPORATED, as sponsor (the "Sponsor") and XXXXXX X. XXXXXX,
as trustee (the "Trustee").
1. The Sponsor hereby creates PEPS Trust (the "Trust") in order
that it may acquire and hold a fixed portfolio of stripped U.S. Treasury
Securities (the "Treasuries"), enter into and hold purchase contracts with
respect to common stocks chosen by the Trustee (the "Contracts"), issue shares
of beneficial interest therein ("Shares") and hold the Trust Estate in trust
for the use and benefit of all present and future beneficial owners of Shares
and otherwise carry out the terms and conditions hereof, all for the purpose
of providing periodic cash distributions and the potential for capital
appreciation for the beneficial owners of Shares. The Trustee hereby declares
that he will accept and hold the Trust Estate in trust for the use and benefit
of all present or future beneficial owners of Shares. The Sponsor hereby
deposits with the Trustee the sum of $10 to accept and hold in trust
hereunder. As used herein, "Trust Estate" means the Treasuries, the Contracts
and any monies held by the Trust from time to time.
2. The Sponsor specifically authorizes and directs the Trust to
(i) prepare a Registration Statement to be filed with the Securities and
Exchange Commission and an accompanying Prospectus to be furnished to
prospective purchasers of Shares; (ii) acquire the Treasuries as directed by
the Sponsor; (iii) enter into the Contracts; (iv) hold, invest and disburse
monies as directed by the Sponsor; and (v) adopt and amend bylaws and take any
and all other actions as necessary or advisable to carry out the purposes of
the Trust.
3. Subject to the specific provisions hereof, the Trust will be
managed solely by the Trustee. The Trustee shall have fiduciary
responsibility for the safekeeping and use of all funds and assets of the
Trust and shall not employ, or permit another to employ, such funds or assets
in any manner except for the exclusive benefit of the Trust.
4. The Trustee may resign or be discharged of the trust created
hereby by executing an instrument in writing, filing the same with the Sponsor
and such resignation shall become effective immediately unless otherwise
specified therein. Prior to the issuance of Shares, any vacancy in the office
of the Trustee may be filled by appointment by the Sponsor.
5. The Trustee shall not be liable to the Trust or any beneficial
owner of Shares for any action taken or for refraining from taking any action
except in the case of willful misfeasance, bad faith, gross negligence or a
willful disregard of the duties of his office.
6. Prior to the issuance of Shares, (i) the trust created hereby
shall be revocable by the Sponsor at any time upon written notice to the
Trustee, and (ii) this Trust Agreement may be amended by the Trustee from time
to time for any purpose. This Trust Agreement and the Trust shall terminate
upon the date which is 21 years after the death of the last survivor of Xxxxxx
X. Xxxxxxx living on the date hereof.
7. This Trust Agreement is executed and delivered in the State of
New York, and all laws or rules of construction of the State of New York shall
govern the rights of the parties hereto and beneficial owners of Shares and
the interpretation of the provisions hereof.
8. This Trust Agreement may be executed in one or more
counterparts and when a counterpart has been executed by each party hereto all
such counterparts taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed.
XXXXXX XXXXXXX & CO. INCORPORATED
By /s/ Xxxxxx X. Xxxxxx
__________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President
/s/ Xxxxxx X. Xxxxxx
__________________________
Xxxxxx X. Xxxxxx
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
