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TRUST AGREEMENT EXHIBIT 10.102
THIS TRUST AGREEMENT (this "Agreement") is made and entered into as of
January 9, 1997 by and between Alpine Insurance Company, an Illinois insurance
corporation ("Grantor"), and LaSalle National Bank ("Trustee"). Grantor and
Trustee are hereinafter each sometimes referred to individually as a "Party"
and collectively as the "Parties."
WHEREAS, Grantor; Grantor's 100% parent corporation, Transco Syndicate #1
Ltd. (the "Syndicate"); the Illinois Insurance Exchange, an Illinois
not-for-profit corporation operating as an insurance exchange pursuant to
Article V 1/2 of the Illinois Insurance Code (the "IIE"); the Illinois
Insurance Exchange Immediate Access Security Association, an Illinois
not-for-profit corporation created pursuant to Section 107.26 of the Illinois
Insurance Code (the "IASA"); and the Illinois Insurance Exchange Guaranty Fund,
Inc., an Illinois not-for-profit corporation created pursuant to Section
15.A.1. of the IIE Regulations (the "Guaranty Fund"); have entered into a
Withdrawal Agreement dated January 9, 1997 (the "Withdrawal Agreement")
attached hereto as Appendix A, pursuant to which the Syndicate has agreed to
withdraw as an active syndicate on the IIE;
WHEREAS, pursuant to the terms of the Withdrawal Agreement, the Syndicate
will transfer all of its rights, assets, liabilities and obligations to
Grantor, and Grantor will assume and accept all such rights, assets,
liabilities and obligations (the "Assignment and Assumption");
WHEREAS, pursuant to the terms of the Withdrawal Agreement, Grantor has
agreed to establish a trust fund (the "Trust Fund") for the payment of
obligations of the Syndicate;
WHEREAS, Trustee has agreed to act as Trustee hereunder, and to hold
certain assets in trust in the Trust Fund for the benefit of the Beneficiaries
(as defined in Section 1 below); and
WHEREAS, this Agreement is made for the purpose of setting forth the
duties and powers of Trustee with respect to the Trust Fund.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the Parties hereby agree as
follows:
Section 1. Beneficiaries.
(A) The Trust Fund shall be established in order to ensure the
satisfaction of the obligations of the Grantor (i) to the Syndicate's
policyholders and reinsureds, (ii) to Claimants (as defined in Section 12
below) under policies issued and reinsurance agreements entered into by the
Syndicate (the "Beneficiaries"), and (iii) to other bona fide creditors of the
Syndicate. In the event that the Guaranty Fund or the IASA is required,
pursuant to a final non-appealable order of a court of competent jurisdiction
or a settlement agreement consented to by such a court, to pay a claim under a
policy issued or reinsurance agreement entered into by the Syndicate, the
Guaranty Fund and the IASA shall be Beneficiaries of the Trust Fund solely to
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the extent of the losses, costs and expenses incurred by either such entity in
connection with such a claim; provided, however, that the Guaranty Fund and the
IASA shall not be Beneficiaries of the Trust Fund, and shall not be entitled to
any of the assets therein, in the event that the subject losses, cost or
expenses were incurred under the circumstances described in the first sentence
of Section 4.2(C) of the Withdrawal Agreement.
(B) The Beneficiaries shall have no right to cause any Assets (as defined
in Section 2(B) below) or Investment Income (as defined in Section 4(B) below)
to be withdrawn or distributed from the Trust Fund, such right being expressly
reserved hereunder to Grantor or to any liquidator, conservator or
rehabilitator appointed to liquidate or manage the affairs of Grantor in
accordance with this Agreement.
(C) Grantor shall be deemed a Beneficiary of the Trust Fund to the extent
of the Assets and Investment Income which the Grantor is permitted to withdraw
in accordance with the terms of the Withdrawal Agreement.
Section 2. Deposit of Assets to the Trust Fund.
(A) Grantor shall establish the Trust Fund and Trustee shall administer
the Trust Fund in its name as Trustee for the Beneficiaries. The Trust Fund
shall be subject to withdrawal solely as provided herein.
(B) Grantor shall transfer to Trustee, for deposit to the Trust Fund, the
assets listed in Exhibit A hereto, and may transfer to Trustee, for deposit to
the Trust Fund, such other assets as it from time to time may desire or as may
be required by the Withdrawal Agreement (each such asset actually received in
the Trust Fund is herein referred to individually as an "Asset" and
collectively as the "Assets"). Trustee shall have no responsibility whatsoever
for assuring that Grantor has complied with the terms of the Withdrawal
Agreement.
Section 3. Withdrawal of Assets from the Trust Fund.
(A) Grantor shall have the right, at any time and from time to time, to
withdraw from the Trust Fund, upon one (1) Business Day's written notice to
Trustee with a copy to the IIE in the form of Exhibit B (the "Withdrawal
Notice"), such Assets as are specified in such Withdrawal Notice. The
Withdrawal Notice must be executed on behalf of Grantor by Xxxxxx X. Xxxxx or
Xxxx Xxxxxxxxx, or any other person subsequently designated in writing by
Grantor; and may designate a third party (the "Designee") to whom Assets
specified therein shall be delivered. Grantor need present no statement or
document in addition to a Withdrawal Notice in order to withdraw any Assets,
nor is such right of withdrawal or any other provision of this Agreement
subject to any conditions or qualifications not contained in this Agreement.
(B) Upon receipt of a Withdrawal Notice, Trustee shall immediately take
any and all action necessary to transfer the Assets specified in such
Withdrawal Notice and shall deliver such Assets as soon as reasonably possible,
but in no event later than five (5) Business Days, to or for the account of
Grantor or such Designee as specified in such Withdrawal Notice.
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(C) Subject to Sections 1, 3, 5 and 11 of this Agreement, in the absence
of a Withdrawal Notice, Trustee shall allow no substitution or withdrawal of
any Asset from the Trust Fund.
(D) Trustee shall have no responsibility whatsoever to determine that any
Assets withdrawn from the Trust Fund pursuant to this Section 3 will be used
and applied in the manner contemplated by Section 4 of this Agreement.
Section 4. Application of Assets. Grantor hereby covenants to the IIE
that Grantor shall use and apply any withdrawn Assets, without diminution
because of the conservation, rehabilitation or insolvency of the Grantor, only
for the purposes described in Sections 3.2(D) and 3.2(E) of the Withdrawal
Agreement.
Section 5. Redemption, Investment and Substitution of Assets.
(A) Trustee shall surrender for payment all maturing Assets and all Assets
called for redemption and shall deposit the principal amount of the proceeds of
any such payment to the Trust Fund. The principal amount of such proceeds
shall be invested in accordance with Section 5(B) of this Agreement.
(B) From time to time, at the written order and direction of Grantor,
Trustee shall invest the proceeds of all matured Assets or Assets called for
redemption only in Eligible Securities (as defined in Section 12 hereof) or
hold all or any portion of the proceeds in cash. If no such order or direction
from Grantor is received by Trustee within five (5) days following written
notice to Grantor by Trustee that proceeds of a matured or redeemed Asset have
been received, Trustee shall invest such proceeds in U.S. treasury bills with a
maturity of no more than ninety (90) days.
(C) From time to time, Grantor may direct Trustee to substitute Eligible
Securities for Assets held in the Trust Fund at such time, provided such
substitute securities are equal in market value to the Assets substituted. One
(1) Business Day's notice shall be given to Trustee by Grantor with a copy to
the IIE prior to any substitution. Trustee shall have no responsibility
whatsoever to determine the value of such substituted securities or that such
substituted securities constitute Eligible Securities.
(D) All investments and substitutions of securities referred to in
Sections 5(B) and (C) shall be in compliance with the definition of "Eligible
Securities" in Section 12 of this Agreement and as set forth in Exhibit C
hereto. Trustee shall have no responsibility whatsoever to determine that any
Assets in the Trust Fund are or continue to be Eligible Securities. Any
instruction or order concerning such investments or substitutions of securities
shall be referred to herein as an "Investment Order." Trustee shall execute or
arrange for the execution of Investment Orders and shall settle or arrange for
the settlement of securities transactions, and Trustee shall promptly notify
Grantor if Trustee is unable to do so.
(E) Subject to the order and direction of Grantor, Trustee shall not be
prohibited from investing in any mutual fund or other obligation for which
Trustee or any of its Affiliates may receive compensation.
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(F) Any loss incurred from any investment pursuant the terms of this
Section 5 shall be borne exclusively by the Trust Fund. Trustee shall not be
liable for any loss due to changes in market rates or penalties for early
redemption.
Section 6. Investment Income. All Investment Income received with respect
to Assets in the Trust Fund shall be deposited by Trustee, subject to deduction
of Trustee's compensation and expenses as provided in Section 9 of this
Agreement, in the Trust Fund. When deposited in the Trust Fund, such
Investment Income shall be considered Assets in the Trust Fund, to be invested
according to the provisions of Section 5 above.
Section 7. Right to Vote Assets. Trustee shall forward to Grantor (i) all
annual and interim stockholder or debtholder reports received with respect to
Assets in the Trust Fund, (ii) all proxies and proxy materials relating to the
Assets in the Trust Fund pursuant to Trustee's regular policies, and (iii) all
tender or redemption offers relating to the Assets held in the Trust. Grantor
shall have the full and unqualified right to vote any Assets in the Trust Fund.
Section 8. Additional Rights and Duties of Trustee.
(A) Trustee shall notify Grantor in writing within five (5) Business Days
following each deposit to, or withdrawal from, the Trust Fund.
(B) Trustee may deposit any Assets in the Trust Fund pursuant to a
book-entry account maintained at the Federal Reserve Bank of Chicago or in
depositories such as the Depository Trust Company. Assets may be held in the
name of a nominee maintained by Trustee or by any such depository.
(C) Trustee shall accept and open all mail directed to Grantor or the
Beneficiaries in care of Trustee.
(D) Trustee shall furnish to Grantor and to the IIE a statement of all
Assets in the Trust Fund, the market value of each Asset, and all transactions
occurring with respect to the Trust Fund in the prior calendar month, upon the
inception of the Trust Fund and at the end of each calendar month thereafter.
The market value of any repurchase agreement, real estate or mortgage Assets
held in the Trust Fund shall be determined on the basis of an appraisal which
has been provided to Trustee by Grantor and which has been conducted by an
M.A.I. certified appraiser within the 24 month period prior to the statement
date. If such an appraisal has not been furnished to the Trustee by Grantor,
the foregoing Assets shall be valued at cost provided that the Trustee has been
given such information.
(E) Upon the request of Grantor or the IIE, Trustee shall promptly permit
Grantor, the IIE or their respective agents, employees or independent auditors
to examine, audit, excerpt, transcribe and copy, during Trustee's normal
business hours, any books, documents, papers and records relating to the Trust
Fund or the Assets.
(F) Trustee is authorized to follow and rely upon all instructions given
by officers named in incumbency certificates furnished to Trustee from time to
time by Grantor, and by attorneys-in-fact acting under written authority
furnished to Trustee by Grantor, including,
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without limitation, instructions given by letter, facsimile transmission or
electronic media, if Trustee believes such instructions to be genuine and to
have been signed, sent or presented by the proper party or parties. Trustee
shall not incur any liability to anyone resulting from actions taken by Trustee
in reliance in good faith on such instructions. Trustee shall not incur any
liability in executing instructions (i) from any officer of Grantor named in an
incumbency certificate delivered hereunder prior to receipt by Trustee of a
more current certificate, or (ii) from an attorney-in-fact prior to receipt by
Trustee of notice of the revocation of the written authority of the
attorney-in-fact.
(G) The duties and obligations of Trustee shall only be such as are
specifically set forth in this Agreement, as it may from time to time be
amended. Trustee shall only be liable for its own negligence, willful
misconduct or lack of good faith.
(H) No provision of this Agreement shall require Trustee to take any
action which, in Trustee's reasonable judgment or upon advice of counsel, would
result in any violation of this Agreement or any provision of law.
Section 9. Trustee's Compensation, Expenses and Indemnification. Grantor
shall pay Trustee, as compensation for its services under this Agreement, a fee
computed at rates determined by Trustee from time to time and agreed to in
writing by Grantor. The current fee schedule is attached hereto as Exhibit F.
Grantor shall pay or reimburse Trustee for all of Trustee's expenses and
disbursements in connection with its duties under this Agreement (including
reasonable attorneys' fees and expenses), except any such expense or
disbursement as may arise from Trustee's negligence, willful misconduct or lack
of good faith. Trustee shall be entitled to deduct its compensation and
expenses from payments of Investment Income with respect to the Assets held in
the Trust Fund as provided in Section 6 of this Agreement. To the extent that
Trustee's compensation and expenses are not covered by such income, Grantor
shall pay such deficiency to Trustee from funds other than Assets in the Trust
Fund. Grantor also hereby indemnifies Trustee for, and holds it harmless
against, any loss, liability, costs or expenses (including reasonable
attorneys' fees and expenses) incurred or made without negligence, willful
misconduct or lack of good faith on the part of Trustee, arising out of or in
connection with the performance of its obligations in accordance with the
provisions of this Agreement, including any loss, liability, costs or expenses
arising out of or in connection with the status of Trustee and its nominee as
the holder of record of the Assets. No such reimbursement or indemnification
payments shall be made from Assets in the Trust Fund. Grantor hereby
acknowledges that the foregoing indemnities shall survive the resignation of
Trustee or the termination of this Agreement.
Section 10. Resignation or Termination of Trustee.
(A) Trustee may resign or be terminated at any time by the giving of not
less than thirty (30) days' written notice thereof to the other Party and to
the IIE, such resignation or termination to become effective on the acceptance
of appointment by a successor trustee and the transfer to such successor
trustee of all Assets and Investment Income in the Trust Fund in accordance
with Section 10(B).
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(B) Upon receipt of Trustee's notice of resignation or delivery of
Grantor's notice of termination, Grantor shall appoint a successor trustee and
shall so notify the IIE. Any successor trustee shall be qualified to administer
trusts under the Illinois Corporate Fiduciary Act (205 ILCS 620/1-1 et seq.)
and shall not be a Parent, Subsidiary or Affiliate of Grantor. Upon the
acceptance of the appointment as trustee hereunder by a successor trustee and
the transfer to such successor trustee of all Assets and Investment Income in
the Trust Fund, the resignation of Trustee shall become effective. Thereupon,
such successor trustee shall succeed to and become vested with all the rights,
powers, privileges and duties of Trustee, and Trustee shall be discharged from
any future duties and obligations under this Agreement, but Trustee shall
continue after its resignation to be entitled to the benefits of the
indemnities provided herein for Trustee.
Section 11. Termination of the Trust Fund.
(A) The Trust Fund and this Agreement, except for the indemnities provided
herein, may be terminated only after (i) Grantor has given Trustee written
notice of its intention to terminate the Trust Fund in the form of Exhibit D
(the "Notice of Intention"), and (ii) Trustee has given Grantor and the IIE the
written notice specified in Section 11(B). The Notice of Intention shall
specify the date on which Grantor intends the Trust Fund to terminate (the
"Proposed Date").
(B) Within ten (10) Business Days following receipt by Trustee of the
Notice of Intention, Trustee shall give written notification in the form of
Exhibit E (the "Termination Notice") to Grantor and the IIE of the date (the
"Termination Date") on which the Trust Fund shall terminate. The Termination
Date shall be (i) the Proposed Date (or if not a Business Day, the next
Business Day thereafter), if the Proposed Date is at least thirty (30) days but
no more than forty-five (45) days subsequent to the date the Termination Notice
is given; (ii) thirty (30) days subsequent to the date the Termination Notice
is given (or if not a Business Day, the next Business Day thereafter), if the
Proposed Date is fewer than 30 days subsequent to the date the Termination
Notice is given; or (iii) forty-five (45) days subsequent to the date the
Termination Notice is given (or if not a Business Day, the next Business Day
thereafter), if the Proposed Date is more than forty-five (45) days subsequent
to the date the Termination Notice is given.
(C) On the Termination Date, Trustee shall transfer to Grantor any Assets
and Investment Income remaining in the Trust Fund, at which time all liability
of Trustee with respect to such Assets and Investment Income shall cease.
Section 12. Definitions. Except as the context shall otherwise require,
the following terms shall have the following meanings for all purposes of this
Agreement (the definitions to be applicable to both the singular and the plural
forms of each term defined if both such forms of such term are used in this
Agreement):
The term "Affiliate" with respect to any corporation shall mean a
corporation which directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with, such
corporation. The term "control" (including with related terms "controlled by"
and "under common control with") shall mean the ownership, directly or
indirectly, of more than fifty percent (50%) of the voting stock of a
corporation.
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The term "Business Day" shall mean any day on which the offices of Trustee
in Chicago, Illinois are open for business.
The term "Claimant" shall mean any Person suffering injury or damage for
which a Person insured under a policy issued or reinsurance agreement entered
into by the Syndicate is legally liable.
The term "Eligible Securities" shall mean and include only those
investments or categories of investments described in Exhibit C hereto;
provided, however, that no such securities shall have been issued by a Parent,
Subsidiary or Affiliate of Grantor.
The term "Person" shall mean and include any individual, corporation,
limited liability company, partnership, association, trust, unincorporated
organization or government or political subdivision thereof.
The term "Parent" shall mean a Person that, directly or indirectly,
controls another Person.
The term "Subsidiary" shall mean a Person controlled, directly or
indirectly, by another Person.
Section 13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and such counterparts together shall constitute one instrument.
Section 14. Remedies. Except as otherwise provided in this Agreement,
upon the occurrence of a breach by any Party, the affected Party shall be
entitled to any and all rights and remedies which it may have at law or in
equity, including, but not limited to, the equitable remedies of specific
performance and injunctive relief. If a Party is successful in litigation
brought to enforce any rights hereunder, it shall be entitled to recover
reasonable attorneys' fees and costs attributable thereto.
Section 15. Exhibits. Each of the exhibits referred to in or and attached
to this Agreement is incorporated herein and made a part hereof by reference
with the same effect as if set forth herein at length.
Section 16. Successors. The rights, duties and obligations set forth
herein shall inure to the benefit of and be binding upon the Parties and their
successors and assigns.
Section 17. Severability. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provision were amended and reformed so as to make it
valid and enforceable to the maximum extent permitted under law and within the
general intent of the original provision.
Section 18. Headings. Section headings are included in this Agreement for
convenience only and shall not affect the meaning or interpretation of this
Agreement.
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Section 19. Entire Agreement and Amendments. This Agreement, and the
Withdrawal Agreement and exhibits referred to in or attached to this Agreement,
constitute the entire agreement of the Parties with respect to the subject
matter hereof, and unless otherwise stated herein, supersede any previous
agreements, whether oral or written, regarding the subject matter hereof. This
Agreement may be amended only by a written instrument signed by the Parties.
Section 20. Assignment. This Agreement and the rights and obligations of
the Parties hereunder shall not be assignable without the prior written consent
of all of the Parties.
Section 21. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Illinois, without regard
to principles of conflicts of law.
Section 22. Waiver. No restriction, condition, obligation or provision
contained in this Agreement shall be deemed to have been abrogated or waived by
reason of any failure to enforce the same, irrespective of the number of
violations or breaches thereof that may occur.
Section 23. Notices. Any notice which a Party may desire or be required
to give to another Party shall be in writing, addressed to the Party at its
address set forth below or at such other location as such Party may have
designated by notice in writing in accordance herewith, and shall be deemed
given on the earlier of: (a) actual receipt, if and when personally delivered
or received by facsimile; (b) the Business Day after being placed for delivery
by a nationally recognized overnight courier; or (c) on the third (3rd)
Business Day after being deposited in the United States registered or certified
mail, postage prepaid, return receipt requested:
(A) To Grantor: Alpine Insurance Company
0000 Xxxxxxx Xxxx
X.X. Xxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to: Xxxxxx Xxxxxx & Zavis
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000-0000
Attn: Xxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(B) To Trustee: LaSalle National Bank
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Corporate Trust Department
Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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(C) To the IIE: Illinois Insurance Exchange
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxx, Esq.
Telephone:(000) 000-0000
Facsimile:(000) 000-0000
with a copy to: Alpine Insurance Company
0000 Xxxxxxx Xxxx
X.X. Xxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx
Section 24. Third Party Beneficiaries. The IIE shall be a third party
beneficiary of this Agreement. Other than the IIE, no Person other than the
Parties and their successors shall have any right to enforce or seek
enforcement of this Agreement.
Section 25. Recitals. The recitals and prefatory phrases and paragraphs
set forth above are incorporated in full in this Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective duly authorized officers as of the date first above
written.
ALPINE INSURANCE COMPANY
By:_____________________________________________
Xxxxxx X. Xxxxx, President
LASALLE NATIONAL BANK
By:_____________________________________________
Xxxxx Xxxxxxx, Assistant Vice President
Acknowledged and Accepted:
ILLINOIS INSURANCE EXCHANGE
By:__________________________________
Name:________________________________
Its:_________________________________
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Exhibit A to Trust Agreement dated January 9, 1997 by and between
ALPINE INSURANCE COMPANY
and
LASALLE NATIONAL BANK
List of Assets Deposited to the Trust Fund
The list of assets is attached hereto.
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Exhibit B to Trust Agreement dated January 9, 1997 by and between
ALPINE INSURANCE COMPANY
and
LASALLE NATIONAL BANK
Withdrawal Notice
In accordance with Section 3 of the Trust Agreement dated January 9,
1997 by and between Alpine Insurance Company and LaSalle National Bank,
and in compliance with the provisions of the Trust Agreement, please
transfer the following Assets to the following account or Designee:
Assets Grantor Account or Designee to Receive Assets
ALPINE INSURANCE COMPANY
By:____________________________________
Name:__________________________________
Its:___________________________________
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Exhibit C to Trust Agreement dated January 9, 1997 by and between
ALPINE INSURANCE COMPANY
and
LASALLE NATIONAL BANK
List of Eligible Investments
Investments described in Sections 125.1a through and
including Section 125.14a, and publicly traded
investments described in Section 125.15b, of the
Illinois Insurance Code. The above sections of the
Illinois Insurance Code are attached hereto. Within
the foregoing parameters, the Trustee may invest in
any mutual fund or money market or other instrument
for which the Trustee or any of its affiliates may
receive compensation.
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Exhibit D to Trust Agreement dated January 9, 1997 by and between
ALPINE INSURANCE COMPANY
and
LASALLE NATIONAL BANK
Notice of Intention
In accordance with Section 11(A) of the Trust Agreement dated
January 9, 1997 by and between Alpine Insurance Company and LaSalle
National Bank, this letter shall constitute written notice of Grantor's
intention to terminate the Trust Fund (the "Notice of Intention," as
defined in such Trust Agreement). Grantor intends the Trust Fund to
terminate on [DATE].
ALPINE INSURANCE COMPANY
By:____________________________
Name:__________________________
Its:___________________________
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Exhibit E to Trust Agreement dated January 9, 1997 by and between
ALPINE INSURANCE COMPANY
and
LASALLE NATIONAL BANK
Termination Notice
In accordance with Section 11(B) of the Trust Agreement dated
January 9, 1997 by and between Alpine Insurance Company and LaSalle
National Bank, this letter shall constitute the Termination Notice, as
such term is defined in such Trust Agreement. Please be advised that the
date on which the Trust Fund shall terminate (the "Termination Date," as
defined in such Trust Agreement) shall be [DATE].
LASALLE NATIONAL BANK
By:__________________________
Name:________________________
Its:_________________________
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Exhibit F to Trust Agreement dated January 9, 1997 by and between
ALPINE INSURANCE COMPANY
and
LASALLE NATIONAL BANK
Fee Schedule
The fee schedule is attached hereto.
