Contract
Exhibit
10.2
THIRD AMENDMENT to INDEMNIFICATION
TRUST AGREEMENT, effective as of June 1st, 2008 ("Third Amendment"), by
and among X.
X. Xxxxxx Company, Inc., a Delaware corporation and X. X. Penney Corporation,
Inc., a Delaware corporation and wholly-owned subsidiary of X. X. Xxxxxx
Company, Inc. (herein collectively called the "Company"), and JPMorgan Chase
Bank (as successor to Chemical Bank), a bank organized and existing under the
laws of the State of New York, as trustee ("Trustee").
The Company and Trustee have heretofore
executed an Indemnification Trust Agreement, dated as of July 30, 1986, as
amended March 30, 1987 and January 27, 2002 ("Trust Agreement"), for the benefit
of the Indemnitees (as defined on page 1 of the Trust
Agreement). Pursuant to Section 9(d) of the Trust Agreement, upon the
written consent of the Representatives (as defined in Section 4(a) of the Trust
Agreement), the Company and the Trustee now wish to amend the section of the
Trust Agreement described below to reflect a change in the timing of payment by
the Company to each Representative of his or her annual fee under the Trust
Agreement.
NOW, THEREFORE, the Company and the
Trustee agree that:
1.
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Section
4(e) of the Trust Agreement shall be amended and restated in its entirety
as follows:
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(e) In
consideration for their services hereunder to the beneficiaries hereof, each
Representative shall be paid by the Company an annual fee of $5,000 (payable
monthly in arrears for each full or partial month of service as a Representative
or by such other payment method that the Company deems appropriate), plus $600
for attendance at each meeting (whether by presence in person or by means of
conference telephone or similar communications equipment) of Representatives
regarding any matter relating to this Trust Agreement, and shall be reimbursed
for expenses of meeting attendance.
2.
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This
Third Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which taken together constitute
one and the same instrument.
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3.
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This
Third Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.
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[Remainder
of page intentionally left blank. Signature page
follows.]
IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Third
Amendment as of the date(s) set forth below.
X. X. XXXXXX COMPANY,
INC.
ATTEST By /s/ Xxxxxxx X.
Xxxxxxxx
Name Xxxxxxx X.
Xxxxxxxx Title Acting Secretary
Date May 20,
2008
By /s/ Xxxxxxxxx X.
Xxxxxxx
Name Xxxxxxxxx X.
Xxxxxxx
Title Manager - Office of the
Coporate
Secretary & Assistant
Secretary
Date May 20,
2008
X.
X. PENNEY CORPORATION, INC.
ATTEST By /s/ Xxxxxxx X.
Xxxxxxxx
Name Xxxxxxx X.
Xxxxxxxx
Title VP, Associate General
Counsel
and Acting
Secretary
Date May 20,
2008
By /s/ Xxxxxxxxx X.
Xxxxxxx
Name Xxxxxxxxx X.
Xxxxxxx
Title Manager -
Office of the Corporate
Secretary & Assistant
Secretary
Date May 20,
2008
JPMORGAN CHASE BANK
ATTEST By /s/ Xxxxx
Xxxxxxx
Name Xxxxx
Xxxxxxx
Title Vice President
& Senior
Fiduciary
Officer
Date 5/9/2008
By /s/ Xxxxxxx X.
Xxxxx
Name Xxxxxxx
X. Xxxxx
Title Vice President &
Fiduciary Officer
Date 5/9/2008
CONSENT
OF THE REPRESENTATIVES
Third
Amendment to
effective
as of June 1st, 2008
We, the undersigned, being
Representatives, as defined in the Indemnification Trust Agreement between X. X.
Xxxxxx Company, Inc., X. X. Penney Corporation, Inc. and JPMorgan Chase Bank (as
successor to Chemical Bank), dated as of July 30, 1986, as amended March 30,
1987 and January 27, 2002, hereby approve the Third Amendment to Indemnification
Trust Agreement, effective as of June 1st, 2008.
Dated
as of the date(s) set forth below.
By /s/ Xxxxxxx X. Xxxxxxx
Name Xxxxxxx
X. Xxxxxxx
Date
5/9/2008
By /s/ Xxxxxx X. Xxxxxxxx
Name Xxxxxx X. Xxxxxxxx
Date
5/9/2008
By /s/ Xxxx
Xxxxxxx
Name Xxxx Xxxxxxx
Date
5/9/2008
By /s/ R. Xxxxxx Xxxxxx
Name R. Xxxxxx Xxxxxx
Date
5/9/2008