SEVENTH AMENDMENT TO
THE COASTAL CORPORATION
SECOND MASTER TRUST AGREEMENT
THIS AMENDMENT is made as of May 2, 1997, by and between The Coastal
Corporation, a Delaware corporation (the "Company") and the individuals who have
executed this Amendment as Trustees (individually, a "Trustee," and collectively
the "Trustees").
W I T N E S S:
WHEREAS, the Company and certain individual Trustees entered into a Second
Master Trust Agreement (the "Second Master Trust Agreement") dated as of July
19, 1983 with respect to a trust known as "The Coastal Corporation Second
Pension Trust" (the "Trust") (defined terms used herein have the meanings
ascribed by the Second Master Trust Agreement) ; and
WHEREAS, pursuant to Section 3 of the Second Master Trust Agreement, the
trust fund shall be invested and reinvested in common stock of the Company; and
WHEREAS, the Company desires to amend Section 3 to provide additional
investment options for the Trust; and
WHEREAS, the Company desires to appoint Messrs. Xxxx X. Xxxxx, Xxxxxx X.
Xxxxxxxxx and Xxxx X. Xxxxxxxx to serve as Trustees in place of Messrs. M.
Xxxxxx Xxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxx, Xx.; and
WHEREAS, Messrs. Xxxx X. Xxxxx, Xxxxxx X. Xxxxxxxxx and Xxxx X. Xxxxxxxx,
by execution of this Amendment, accept their appointments as successor Trustees
of the Trust as of May 2, 1997; and
WHEREAS, pursuant to Section 12, the Company may amend the Second Master
Trust Agreement "by written agreement with the Trustees;"
NOW, THEREFORE, the Second Master Trust Agreement is amended pursuant to
Section 12 in the following respects:
1. Section 3 of the Second Master Trust Agreement is hereby amended in its
entirety to read as follows:
"3. The Trustees shall invest and reinvest the Fund as provided
herein, and keep the Fund invested, without distinction between corpus and
income, in:
A. common stock of the Company ("Common Stock"), and shall accept
contributions in the form of Common Stock (if any contribution to
the Fund is received from the Company in the form of treasury
shares or authorized but previously unissued shares of Common
Stock); provided, however, that the Company shall inform the
Trustees periodically, or at their request, of the aggregate
market value of plan assets and the market value, if any, of
Common Stock held by the Master Trust, and in no event shall the
Trustees make any purchases of Common Stock or accept any
contribution in the form of Common Stock if and to the extent
that the then aggregate market value of Common Stock held
pursuant to the Fund and the Master Trust would exceed ten
percent (10%) of the then aggregate market value of the assets of
the Master Trust plus the Fund;
B. the securities, including stock, bonds and other evidences of
indebtedness, and including venture capital investments,
determined to be prudent and otherwise in conformance with
applicable laws and regulations governing pension fund
investments (collectively "Securities") of any company other than
the Company, provided , however, in no event shall the Trustees
purchase Securities to the extent that the then aggregate market
value of Securities held pursuant to the Fund and the Master
Trust would exceed five percent (5%) of the then aggregate market
value of the assets of the Master Trust plus the Fund.
Notwithstanding anything in this Agreement to the contrary,
pending the investment of the Fund or pending any payment or
distribution from the Fund as provided in this Agreement, the
Trustees may temporarily invest all or any part of the Fund in
interest-bearing accounts or commingled accounts maintained by a
bank or banks, or in such short-term debt instruments as they, in
their sole discretion, deem appropriate, or in any regulated fund
invested in short-term debt instruments."
2. Except for the preceding, all of the terms of the Second Master Trust
Agreement, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the Company through its duly authorized officer, and
the Trustees have executed this Amendment and the Company has caused its
corporate seal to be affixed hereto and attested as of the date indicated above
and the provisions of this Amendment shall be effective as of the date indicated
above, unless otherwise stated herein or required by law.
ATTEST: THE COASTAL CORPORATION
_______________________________ By: ______________________________
TRUSTEES:
___________________________________
Xxxx X. Xxxxx
___________________________________
Xxxxxx X. Xxxxxxxxx
___________________________________
Xxxx X. Xxxxxxxx
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