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Exhibit 4.2(b)
THIRD AMENDMENT TO THE
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT-SHARING TRUST
This Third Amendment to The Chicago Title and Trust Company Savings and
Profit Sharing Trust to that certain Chicago Title and Trust Company Savings and
Profit Sharing Trust dated December 24, 1994, and last amended January 18, 1996,
is made and entered into this 8th day of June 1998, by and between CHICAGO TITLE
AND TRUST COMPANY (CT&T), in its corporate capacity, and THE CHICAGO TRUST
COMPANY (Chicago Trust), as successor Trustee under the Trust.
The parties hereby agree to amend the Trust as follows:
1. By substituting the name "The Chicago Trust Company" for the name "Chicago
Title and Trust Company" as the "Trustee" under the Trust.
2. By substituting the following for paragraph IV-3 of the Trust:
"IV-3. Special Investment Funds.
(a) Effective March 1, 1996, subject to the approval of the
Benefits Policy Committee, the Trustee shall establish and
maintain one of the investment funds authorized under Section
IV-I above as an investment fund to be invested in Alleghany
Corporation Common Stock and such cash as the Trustee shall
deem appropriate for liquidity or other prudent purposes. The
Alleghany Corporation Common Stock fund shall be maintained
utilizing the unit accounting method with ownership of shares
in the Trustee. Participants will have no right of
distribution in kind of their interests in the Fund. All
shares of the Fund will be voted by the Trustee with the use
of such independent fiduciaries as the Trustee may, from time
to time, deem appropriate.
(b) Effective on or about June 4, 1998, the Trustee shall
establish and maintain one of the investment funds authorized
under Section IV-l above as an investment fund to be invested
in Chicago Title Corporation Common Stock and such cash as the
Trustee shall deem appropriate for liquidity and other prudent
purposes. The Chicago Title Corporation Common Stock Fund
shall be maintained utilizing the unit accounting method with
ownership of shares in
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the Trustee. Participants will have no right of distribution
in kind of their interests in the Fund. All shares of the Fund
will be voted by the Trustee with the use of such independent
fiduciaries as the Trustee may, from time to time, deem
appropriate."
Except as provided herein, the Trust as amended shall remain in full force
and effect.
Executed this 8th day of June, 1998.
CHICAGO TITLE AND TRUST COMPANY THE CHICAGO TRUST COMPANY
in its corporate capacity as Trustee as Aforesaid
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Vice President Senior Vice President
