exhibit_10tii.htm
Exhibit
10(t)(ii)
FIRST AMENDMENT
OF
THE PITTSTON
COMPANY
EMPLOYEE WELFARE BENEFIT
TRUST
THIS FIRST AMENDMENT, dated as of
November 1, 2001, is entered into among THE PITTSTON COMPANY, a Virginia
corporation (hereinafter referred to as the “Sponsor”), THE CHASE MANHATTAN BANK
(hereinafter referred to as the “Resigning Trustee”), and FLEETBOSTON BANK
(hereinafter referred to as the “Successor Trustee”).
WITNESSETH:
WHEREAS,
the Sponsor and the Resigning Trustee entered into The Pittston Company Employee
Welfare Benefit Trust effective on August 2, 1999, a copy of which is attached
as Exhibit A (hereinafter referred to as the “Trust Agreement”);
WHEREAS,
pursuant to the Trust Agreement, the Sponsor established the Trust (all
capitalized terms not defined in this First Amendment shall have the meanings
ascribed to them in the Trust Agreement) as of the Effective Date, and the
Resigning Trustee agreed to serve as Trustee of the Trust, to hold, administer,
and distribute the assets of the Trust, in trust, for the uses and purposes and
in accordance with the terms and conditions of the Trust Agreement, as
amended;
WHEREAS,
pursuant to Section 4.15 of the Trust Agreement, the Resigning Trustee is
permitted to resign as Trustee of the Trust at any time, and upon such
resignation to carry out its duties to transfer and deliver the Trust Fund
assets to a successor Trustee;
WHEREAS,
the Resigning Trustee desires to resign as Trustee of the Trust,
the
Successor
Trustee desires to be appointed as the successor Trustee of the Trust, and
the
Sponsor
desires for these events to occur.
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
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1.
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Resignation of
Resigning Trustee; Appointment of Successor
Trustee.
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(a). Pursuant
to Section 4.15(a) of the Trust Agreement, the Resigning Trustee hereby resigns
as Trustee of the Trust and agrees to perform all of the duties required in the
Trust Agreement to transfer and deliver the Trust Fund assets to the Trustee on
October 31, 2001. The Sponsor agrees to waive the resignation notice requirement
provided in Section 4.15.
(b). Pursuant
to Section 4.15(b) of the Trust Agreement, the Successor Trustee is hereby
appointed as the Trustee under the Trust Agreement effective November 1, 2001
and to be bound by all of the provisions of such agreement, as it is amended in
this First
Amendment and as it may be amended in accordance with the terms
of the Trust Agreement.
2. Amendment of Section
1.30. Section 1.30 of the Trust Agreement is hereby amended to substitute
“FleetBoston Bank” for “The Chase Manhattan Bank.”
3. Amendment of Section
4.2(a). Section 4.2(a) of the Trust Agreement is hereby amended to add
the following sentence at the end of that section: “The investment of an
Investment Account shall be governed by either Section 4.3 (Sponsor Directed
Investment Accounts) or by Section 4.4 (Trustee Directed Investment Accounts),
and the Trustee shall have no investment responsibilities other than as
specifically set forth in those Sections.”
4. Amendment
of Section 4.17. Section 4.17 of the
Trust Agreement is hereby amended by striking the entire section and replacing
such section with the following:
The
Trustee shall assume, until advised to the contrary, that the Trust is described
under Section 501(c)(9) of the Code, is exempt from Federal income
tax under Section 501(a) thereof, and is exempt from state and local
income tax. Upon the direction of the Sponsor or the Administrative
Committee, the Trustee shall pay out of the Trust Fund all real and personal
property taxes, income taxes and other taxes of any and all kinds levied or
assessed against the Trust Fund. The Administrative Committee shall timely file
all Federal, state and local tax returns and information returns relating to the
Plan and the Trust.
5. Amendment of Section
5.13. Section 5.13(a) of the Trust Agreement is hereby amended by
striking the following phrase which appears at the end of that subsection: “(ii)
appropriate personnel of the Trustee knew of the other person’s breach and
failed to notify the Administrative Committee of such breach (except in the case
where such breach is alleged to have been committed by the Administrative
Committee, in which case such notification must have been to the Board).” The
Trust Agreement is further amended by replacing such stricken phrase with the
following: “(ii) appropriate personnel of the Trustee knew of the other person’s
breach and failed to notify the Sponsor or the Administrative Committee of such
breach.”
6. Capitalized
Terms. Capitalized terms not defined in this First Amendment
shall have the meanings ascribed to them in the Trust Agreement.
IN
WITNESS WHEREOF, the parties have caused this First
Amendment to be executed and attested.
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THE PITTSTON COMPANY |
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ATTEST:
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By:
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/s/ James
B. Hartough |
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| /s/ Austin
F. Reed, Secretary |
Title: |
Vice
President |
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Date: |
10/9/01 |
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THE CHASE MANHATTAN BANK |
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ATTEST:
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By:
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/s/ Peter
J. Coghill |
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| /s/
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Title: |
Vice
President |
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Date: |
10/10/01 |
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FLEETBOSTON BANK |
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ATTEST:
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By:
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/s/ Karen
Adam |
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| /s/
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Title: |
Vice
President |
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Date: |
10/29/01 |
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